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Your Total Retirement Package®

Prospectus

Polaris Platinum II

Polaris Variable Annuities are issued by American General Life Insurance Company.

The Privacy Notice is printed at the end of this document. The Privacy Notice is not part of this prospectus.

May 2, 2016

SUPPLEMENT TO THE VARIABLE ANNUITY PROSPECTUS DATED MAY 2, 2016

AMERICAN GENERAL LIFE INSURANCE COMPANY

VARIABLE SEPARATE ACCOUNTPolaris Variable Annuity

Polaris Choice II Variable Annuity Polaris Choice III Variable Annuity

Polaris II Variable AnnuityPolaris Platinum Variable Annuity

Polaris Platinum II Variable Annuity Polaris Preferred Solution Variable Annuity

VARIABLE ANNUITY ACCOUNT FOURAnchor Advisor Variable Annuity

VARIABLE ANNUITY ACCOUNT SEVENPolaris II A-Class Platinum Series Variable Annuity

Polaris II A-Class Variable Annuity

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK

FS VARIABLE SEPARATE ACCOUNTPolaris Preferred Solution Variable Annuity

Effective on or about June 30, 2016, the SunAmerica Series Trust “SA Marsico Focused GrowthPortfolio” changed its name to “SA Janus Focused Growth Portfolio,” and its investment manager changed from “Marsico Capital Management, LLC” to “Janus Capital Management, LLC.” Accordingly, all references in the prospectuses to the “SA Marsico Focused Growth Portfolio” and to its manager,“Marsico Capital Management, LLC” are respectively replaced with the “SA Janus Focused Growth Portfolio” and “Janus Capital Management, LLC.”

Underlying Fund: Managed by: Trust Asset Class

SA Janus Focused Growth Janus Capital Management, LLC SAST STOCK

Dated: June 30, 2016

Please keep this Supplement with your Prospectus

S-3865-IN1.3 (06/16)

ProspectusMay 2, 2016

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTissued by Depositor

AMERICAN GENERAL LIFE INSURANCE COMPANYin connection with

VARIABLE SEPARATE ACCOUNTThis variable annuity has several investment choices — Variable Portfolios (which are subaccounts of the separate account) andavailable Fixed Account options. Each Variable Portfolio invests exclusively in shares of one of the Underlying Funds listed below. TheUnderlying Funds are part of the AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Anchor Series Trust, ColumbiaFunds Variable Insurance Trust, Columbia Funds Variable Insurance Trust I, Columbia Funds Variable Series Trust II, FranklinTempleton Variable Insurance Products Trust, Lord Abbett Series Fund, Inc., Principal Variable Contracts Funds, Inc., Seasons SeriesTrust and SunAmerica Series Trust. All of the Underlying Funds listed below may not be available to you for investment.This contract is no longer available for purchase by new contract owners.

UNDERLYING FUNDS: Managed by:Aggressive Growth Wells Capital Management IncorporatedAmerican Funds Asset Allocation SAST Capital Research and Management Company1

American Funds Global Growth SAST2 Capital Research and Management Company1

American Funds Growth SAST2 Capital Research and Management Company1

American Funds Growth-Income SAST2 Capital Research and Management Company1

Balanced Edge Asset Management, Inc.Balanced J.P. Morgan Investment Management Inc.Blue Chip Growth Massachusetts Financial Services CompanyCapital Appreciation Wellington Management Company LLPCapital Growth The Boston Company Asset Management, LLCConservative Growth Edge Asset Management, Inc.Corporate Bond Federated Investment Management Company“Dogs” of Wall Street SunAmerica Asset Management, LLCEmerging Markets J.P. Morgan Investment Management Inc.Equity Opportunities OppenheimerFunds, Inc.Foreign Value Templeton Investment Counsel, LLCFranklin Founding Funds Allocation VIP Fund Franklin Templeton Services, LLCFranklin Income VIP Fund Franklin Advisers, Inc.Fundamental Growth Wells Capital Management IncorporatedGlobal Bond Goldman Sachs Asset Management InternationalGlobal Equities J.P. Morgan Investment Management Inc.Government and Quality Bond Wellington Management Company LLPGrowth Wellington Management Company LLPGrowth-Income J.P. Morgan Investment Management Inc.Growth Opportunities Invesco Advisers, Inc.High-Yield Bond PineBridge Investments LLCInternational Diversified Equities Morgan Stanley Investment Management Inc.International Growth and Income Putnam Investment Management, LLCInvesco V.I. American Franchise Fund, Series II Shares Invesco Advisers, Inc.Invesco V.I. Comstock Fund, Series II Shares Invesco Advisers, Inc.Invesco V.I. Growth and Income Fund, Series II Shares Invesco Advisers, Inc.Lord Abbett Growth and Income Lord, Abbett & Co. LLCMid-Cap Growth J.P. Morgan Investment Management Inc.Natural Resources Wellington Management Company LLPReal Estate FIAM LLC3

Real Return Wellington Management Company LLPSA AB Growth AllianceBernstein L.P.SA JPMorgan MFS Core Bond J.P. Morgan Investment Management Inc. and

Massachusetts Financial Services CompanySA Legg Mason BW Large Cap Value4 Brandywine Global Investment Management, LLC4

SA Marsico Focused Growth Marsico Capital Management, LLCSA MFS Massachusetts Investors Trust Massachusetts Financial Services CompanySA MFS Total Return Massachusetts Financial Services CompanySmall Company Value Franklin Advisory Services, LLCSmall & Mid Cap Value AllianceBernstein L.P.

(Underlying Funds continued on next page)

UNDERLYING FUNDS: Managed by:Strategic Growth Edge Asset Management, Inc.SunAmerica Dynamic Allocation Portfolio SunAmerica Asset Management, LLC and AllianceBernstein L.P.SunAmerica Dynamic Strategy Portfolio SunAmerica Asset Management, LLC and AllianceBernstein L.P.Technology Columbia Management Investment Advisers, LLCTelecom Utility Massachusetts Financial Services CompanyUltra Short Bond Portfolio5 Dimensional Fund Advisers, LP5

You may also invest in these Underlying Funds if you purchased your contract through Banc of America Investment Services,Inc.:

UNDERLYING FUNDS: Managed by:Columbia VP-Asset Allocation Fund Columbia Management Investment Advisers, LLCColumbia VP-Dividend Opportunity Fund Columbia Management Investment Advisers, LLCColumbia VP-Income Opportunities Fund Columbia Management Investment Advisers, LLCColumbia VP-Large Cap Growth Fund6 Columbia Management Investment Advisers, LLC6

Columbia VP-Mid Cap Growth Fund Columbia Management Investment Advisers, LLCColumbia VP-Select International Equity Fund7 Columbia Management Investment Advisers, LLCColumbia VP-Small Company Growth Fund Columbia Management Investment Advisers, LLCVP-Loomis Sayles Growth Fund8 Loomis, Sayles & Company, L.P.8

You may also invest in these Underlying Funds if you purchased your contract through M&T Securities, Inc.:

UNDERLYING FUNDS: Managed by:Asset Allocation Edge Asset Management, Inc.

You may also invest in these Underlying Funds if you purchased your contract through Chase Investment Services Corporation(formerly WaMu Investments, Inc.):

UNDERLYING FUNDS: Managed by:Conservative Balanced Edge Asset Management, Inc.Equity Income Account Edge Asset Management, Inc.Flexible Income Edge Asset Management, Inc.

1 Capital Research and Management Company manages the corresponding Master Fund (defined below) in which the UnderlyingFund invests. The investment adviser of the Feeder Funds is SAAMCo.

2 If you purchased your contract prior to May 1, 2007, you may invest directly in the American Funds Insurance Series. Please seeAppendix A for details.

3 On December 10, 2015, the investment manager Pyramis Global Advisers, LLC was renamed FIAM LLC.4 On September 8, 2015, the Davis Venture Value Portfolio was renamed SA Legg Mason BW Large Cap Value Portfolio and the

investment adviser changed from Davis Selected Advisers, L.P. to Brandywine Global Investment Management, LLC.5 On May 2, 2016, the Cash Management Portfolio changed to the Ultra Short Bond Portfolio and the investment manager changed

from BofA Advisors, LLC to Dimensional Fund Advisors LP.6 On November 20, 2015, the Columbia VP–Marsico 21st Century Fund merged into the Columbia VP-Large Cap Growth Fund II,

and the Columbia VP–Marsico Focused Equities Fund merged into the Columbia VP-Large Cap Growth Fund III. Theinvestment manager changed from Marsico Capital Management, LLC to Columbia Management Investment Advisers, LLC foreach fund. On May 2, 2016, the Columbia VP–Large Cap Growth Fund II and Columbia VP–Large Cap Growth Fund III mergedinto the Columbia VP-Large Cap Growth Fund.

7 On May 2, 2016, the Columbia VP–International Opportunities Fund merged into the Columbia VP–Select International EquityFund.

8 On November 20, 2015, the Columbia VP–Marsico Growth Fund merged into the VP–Loomis Sayles Growth Fund II and theinvestment manager changed from Marsico Capital Management, LLC to Columbia Management Investment Advisers, LLC. OnMay 2, 2016, the VP–Loomis Sayles Growth Fund II merged into the VP–Loomis Sayles Growth Fund and the investmentmanager changed from Columbia Management Investment Advisers, LLC to Loomis, Sayles & Company, L.P.

Please read this prospectus carefully before investing and keep it for future reference. It contains important information about thevariable annuity, including a description of all material features of the contract.If you are considering funding a tax-qualified retirement plan (e.g., IRAs, 401k or 403b plans) with an annuity, you shouldknow that an annuity does not provide any additional tax deferral treatment of earnings beyond the treatment provided by thetax-qualified plan itself. You should fully discuss this decision with your financial representative.To learn more about the annuity offered in this prospectus, you can obtain a copy of the Statement of Additional Information (“SAI”)dated May 2, 2016. The SAI has been filed with the United States Securities and Exchange Commission (“SEC”) and is incorporated byreference into this prospectus. The Table of Contents of the SAI appears at the end of this prospectus. For a free copy of the SAI, call usat (800) 445-7862 or write to us at our Annuity Service Center, P.O. Box 15570, Amarillo, Texas 79105-5570.In addition, the SEC maintains a website (http://www.sec.gov) that contains the SAI, materials incorporated by reference and otherinformation filed electronically with the SEC by the Company.Variable Annuities involve risks, including possible loss of principal, and are not a deposit or obligation of, or guaranteed or endorsedby, any bank. They are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any otheragency. These securities have not been approved or disapproved by the SEC, nor any state securities commission, nor has the SECpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.This variable annuity provides an optional Payment Enhancement feature. If you elect this feature, in exchange for PaymentEnhancements credited to your contract, your withdrawal charge schedule will be longer and greater than if you chose not to elect thisfeature. These withdrawal charges may more than offset the value of any Payment Enhancement.

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Maximum Owner Transaction Expenses. . . . . . . . . . . . 6Contract Maintenance Fee . . . . . . . . . . . . . . . . . . . . . . 6Separate Account Annual Expenses . . . . . . . . . . . . . . . 6Additional Optional Feature Fees . . . . . . . . . . . . . . . . . 6

Optional MarketLock Income Plus Fee . . . . . . . . . . . 6Optional MarketLock For Life Plus Fee . . . . . . . . . . 6Optional MarketLock For Life Fee . . . . . . . . . . . . . . 6Optional MarketLock Fee . . . . . . . . . . . . . . . . . . . . . 6Optional MarketLock For Two Fee . . . . . . . . . . . . . . 6Optional Polaris Income Rewards Fee. . . . . . . . . . . . 6Optional Capital Protector Fee . . . . . . . . . . . . . . . . . 6Optional Income Protector Fee . . . . . . . . . . . . . . . . . 6

Total Annual Portfolio Operating Expenses . . . . . . . . . 6MAXIMUM AND MINIMUM EXPENSE EXAMPLES. . . . . . . 8THE POLARIS PLATINUMII

VARIABLE ANNUITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9PURCHASING A POLARIS PLATINUMII

VARIABLE ANNUITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Allocation of Purchase Payments . . . . . . . . . . . . . . . . . 10Polaris Rewards Program . . . . . . . . . . . . . . . . . . . . . . . 11Accumulation Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Free Look . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Exchange Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Important Information for Military Servicemembers . . 13

INVESTMENT OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Variable Portfolios. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

AIM Variable Insurance Funds (Invesco VariableInsurance Funds). . . . . . . . . . . . . . . . . . . . . . . . . . 14

Columbia Funds Variable Insurance Trust . . . . . . . . 14Columbia Funds Variable Insurance Trust I . . . . . . . 14Columbia Funds Variable Series Trust II . . . . . . . . . 14Franklin Templeton Variable Insurance Products

Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Lord Abbett Series Fund, Inc. . . . . . . . . . . . . . . . . . . 15Principal Variable Contracts Funds, Inc.. . . . . . . . . . 15Anchor Series Trust. . . . . . . . . . . . . . . . . . . . . . . . . . 15Seasons Series Trust . . . . . . . . . . . . . . . . . . . . . . . . . 15SunAmerica Series Trust. . . . . . . . . . . . . . . . . . . . . . 15

Substitution, Addition or Deletion of VariablePortfolios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Fixed Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Dollar Cost Averaging Fixed Accounts. . . . . . . . . . . . . 19Dollar Cost Averaging Program . . . . . . . . . . . . . . . . . . 20Polaris Portfolio Allocator Program . . . . . . . . . . . . . . . 20Transfers During the Accumulation Phase . . . . . . . . . . 23Automatic Asset Rebalancing Program . . . . . . . . . . . . 25Return Plus Program . . . . . . . . . . . . . . . . . . . . . . . . . . 25Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ACCESS TO YOUR MONEY . . . . . . . . . . . . . . . . . . . . . . . . . . 26Free Withdrawal Amount . . . . . . . . . . . . . . . . . . . . . . . 26Systematic Withdrawal Program . . . . . . . . . . . . . . . . . 28Nursing Home Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . 28Minimum Contract Value . . . . . . . . . . . . . . . . . . . . . . . 28Qualified Contract Owners . . . . . . . . . . . . . . . . . . . . . . 28

OPTIONAL LIVING BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . 28MarketLock Income Plus and MarketLock For Life

Plus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Marketlock For Life . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Additional Information About MarketLock Income

Plus, MarketLock For Life Plus and MarketLockFor Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

MarketLock and MarketLock For Two . . . . . . . . . . . . . 44Polaris Income Rewards . . . . . . . . . . . . . . . . . . . . . . . . 50Capital Protector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Income Protector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

MARKETLOCK AND MARKETLOCK FOR TWOEXTENSION PARAMETERS . . . . . . . . . . . . . . . . . . . . . . . . 56

MARKETLOCK INCOME PLUS, MARKETLOCK FOR LIFEPLUS AND MARKETLOCK FOR LIFE EXTENSIONPARAMETERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Beneficiary Continuation Programs . . . . . . . . . . . . . . . 59Death Benefit Defined Terms . . . . . . . . . . . . . . . . . . . . 60Maximum Anniversary Value Death Benefit . . . . . . . . 60Optional Combination HV & Roll-Up Death Benefit . . 61Optional EstatePlus Benefit . . . . . . . . . . . . . . . . . . . . . 62Spousal Continuation. . . . . . . . . . . . . . . . . . . . . . . . . . . 63

EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63Separate Account Expenses . . . . . . . . . . . . . . . . . . . . . 64Withdrawal Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 64Underlying Fund Expenses . . . . . . . . . . . . . . . . . . . . . . 64Contract Maintenance Fee . . . . . . . . . . . . . . . . . . . . . . 65Transfer Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Optional Living Benefit Fees. . . . . . . . . . . . . . . . . . . . . 65Optional Combination HV & Roll-Up Death Benefit

Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Optional EstatePlus Fee . . . . . . . . . . . . . . . . . . . . . . . . 65Premium Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Reduction or Elimination of Fees, Expenses and

Additional Amounts Credited . . . . . . . . . . . . . . . . . . 65PAYMENTS IN CONNECTION WITH DISTRIBUTION OF

THE CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66ANNUITY INCOME OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 67

The Income Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67Annuity Income Options . . . . . . . . . . . . . . . . . . . . . . . . 68Fixed or Variable Annuity Income Payments. . . . . . . . 68Annuity Income Payments . . . . . . . . . . . . . . . . . . . . . . 69Transfers During the Income Phase . . . . . . . . . . . . . . . 69Deferment of Payments . . . . . . . . . . . . . . . . . . . . . . . . 69

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Annuity Contracts in General . . . . . . . . . . . . . . . . . . . . 69Tax Treatment of Distributions – Non-Qualified

Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Tax Treatment of Distributions – Qualified Contracts . 70Required Minimum Distributions. . . . . . . . . . . . . . . . . . 72Tax Treatment of Death Benefits. . . . . . . . . . . . . . . . . 72Tax Treatment of Optional Living Benefits . . . . . . . . . 72Contracts Owned by a Trust or Corporation . . . . . . . . 72Foreign Account Tax Compliance (“FATCA”) . . . . . . 73Other Withholding Tax . . . . . . . . . . . . . . . . . . . . . . . . . 73Gifts, Pledges and/or Assignments of a Contract . . . . 73Diversification and Investor Control . . . . . . . . . . . . . . . 73

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74The Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . 74The General Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 75Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . 75Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Registration Statements . . . . . . . . . . . . . . . . . . . . . . . . 76

CONTENTS OF STATEMENT OF ADDITIONALINFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

APPENDIX A – CONDENSED FINANCIAL INFORMATION . . A-1APPENDIX B – DEATH BENEFITS FOLLOWING SPOUSAL

CONTINUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR

VARIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1APPENDIX D – THE GUARANTEE FOR CONTRACTS

ISSUED PRIOR TO DECEMBER 29, 2006 . . . . . . . . . . . . D-1APPENDIX E – MARKETLOCK INCOME PLUS EXTENSION

PARAMETERS FOR CONTRACTS PURCHASED PRIORTO MAY 3, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

TABLE OF CONTENTS

2

GLOSSARY

We have capitalized some of the technical terms used in thisprospectus. To help you understand these terms, we havedefined them in this glossary.Accumulation Phase - The period during which you investmoney in your contract.Accumulation Units - A measurement we use to calculate thevalue of the variable portion of your contract during theAccumulation Phase.Annuitant - The person on whose life we base annuity incomepayments after you begin the Income Phase.Annuity Date - The date you select on which annuity incomepayments begin.Annuity Units - A measurement we use to calculate theamount of annuity income payments you receive from thevariable portion of your contract during the Income Phase.Beneficiary - The person you designate to receive any benefitsunder the contract if you or, in the case of a non-naturalOwner, the Annuitant dies. If your contract is jointly owned,you and the joint Owner are each other’s primary Beneficiary.Company - Refers to American General Life InsuranceCompany (“AGL”). The term “we,” “us” and “our” are alsoused to identify the issuing Company.Continuation Contribution - An amount by which the deathbenefit that would have been paid to the spousal Beneficiaryupon the death of the original Owner exceeds the contractvalue as of the Good Order date. We will contribute thisamount, if any, to the contract value upon spousal continuation.Continuing Spouse - Spouse of original contract owner at thetime of death who elects to continue the contract after thedeath of the original contract owner.Feeder Funds - Each of the following Feeder Funds investsexclusively in shares of a corresponding Master Fund: AmericanFunds Global Growth SAST, American Funds Growth SAST,American Funds Growth-Income SAST, and American FundsAsset Allocation SAST Variable Portfolios.Fixed Account - An account, if available, in which you mayinvest money and earn a fixed rate of return. Fixed Accountsare obligations of the General Account.Fund-of-Funds - An Underlying Fund that pursues itsinvestment goal by investing its assets in a combination ofother Underlying Funds.General Account - The Company’s account, which includes anyamounts you have allocated to available Fixed Accounts,including any interest credited thereon, and amounts owedunder your contract for death and/or living benefits which arein excess of portions of contract value allocated to the VariablePortfolios.Good Order - Fully and accurately completed forms, which arevalid, including any necessary supplementary documentation,applicable to any given transaction or request received by us.Income Phase - The period upon annuitization during whichwe make annuity income payments to you.Insurable Interest - Evidence that the Owner(s),Annuitant(s) or Beneficiary(ies) will suffer a financial loss atthe death of the life that triggers the death benefit. Generally,we consider an interest insurable if a familial relationshipand/or an economic interest exists. A familial relationshipgenerally includes those persons related by blood or by law. An

economic interest exists when the Owner has a lawful andsubstantial economic interest in having the life, health or bodilysafety of the insured life preserved.Latest Annuity Date - The first NYSE business day of themonth following your 95th birthday or tenth contractanniversary, whichever is later.Market Close - The close of the New York Stock Exchange,usually at 1:00 p.m. Pacific Time.Master Funds - Funds of the American Funds Insurance Seriesin which the Feeder Funds invest.Non-Qualified (contract) - A contract purchased with after-taxdollars. In general, these contracts are not under any pensionplan, specially sponsored program or individual retirementaccount (“IRA”).NYSE - New York Stock Exchange.Owner - The person or entity (if a non-natural owner) with aninterest or title to this contract. The term “you” or “your” arealso used to identify the Owner.Payment Enhancement(s) - The amount(s) allocated to yourcontract by us under the Polaris Rewards Program. PaymentEnhancements are calculated as a percentage of your PurchasePayments and are considered earnings.Polaris Rewards Program - A program that provides aPayment Enhancement in exchange for a surrender charge thatdeclines over 9 years.Purchase Payments - The money you give us to buy andinvest in the contract.Qualified (contract) - A contract purchased with pretaxdollars. These contracts are generally purchased under apension plan, specially sponsored program or IRA.Separate Account - A segregated asset account maintained bythe Company separately from the Company’s General Account.The Separate Account consists of Variable Portfolios orsubaccounts, each investing in shares of the Underlying Funds.Trusts - Collectively refers to the AIM Variable InsuranceFunds (Invesco Variable Insurance Funds), Anchor SeriesTrust, Columbia Funds Variable Insurance Trust, ColumbiaFunds Variable Insurance Trust I, Columbia Funds VariableSeries Trust II, Franklin Templeton Variable InsuranceProducts Trust, Lord Abbett Series Fund, Inc., PrincipalVariable Contracts Funds, Inc., Seasons Series Trust andSunAmerica Series Trust.Underlying Funds - The underlying investment portfolios of theTrusts in which the Variable Portfolios invest.Variable Portfolio(s) - The variable investment optionsavailable under the contract. Each Variable Portfolio, which is asubaccount of the Separate Account, invests in shares of one ofthe Underlying Funds. Each Underlying Fund has its owninvestment objective.

3

HIGHLIGHTS

The Polaris PlatinumII Variable Annuity is a contractbetween you and the Company. It is designed to help youinvest on a tax-deferred basis and meet long-term financialgoals. There are minimum Purchase Payment amountsrequired to purchase a contract. Purchase Payments may beinvested in a variety of Variable Portfolios and FixedAccounts. You may have elected to participate in the PolarisRewards Program of the contract that can provide you withPayment Enhancements to invest in your contract. If youelected this program, your contract will be subject to alonger, higher surrender charge schedule. Like all deferredannuities, the contract has an Accumulation Phase and anIncome Phase. During the Accumulation Phase, you investmoney in your contract. The Income Phase begins when youstart receiving annuity income payments from your annuityto provide for your retirement.

This variable annuity contract may provide you with PaymentEnhancements that are invested in your contract as earnings.

Free Look: You may cancel your contract within 10 daysafter receiving it (or whatever longer period is required inyour state), and not be charged a withdrawal charge. Youwill receive whatever your contract is worth on the day thatwe receive your request minus any applicable PaymentEnhancement, if you elected Polaris Rewards. The contractvalue refunded may be more or less than your originalPurchase Payments. However, you receive any gain and webear any loss on any applicable Payment Enhancement. Ifyour contract was issued as an IRA or if required by certainstates, we will return the greater of your original PurchasePayment(s) or the contract value minus any applicablePayment Enhancements. We will return your originalPurchase Payments if required by law. Please seePURCHASING A POLARIS PLATINUMII VARIABLEANNUITY and FREE LOOK in the prospectus.

Expenses: There are fees and charges associated with thecontract. Each year, we deduct a $35 contract maintenancefee from your contract, which is currently waived forcontracts of $50,000 or more. We also deduct separateaccount charges, which equal 1.52% annually of the averagedaily value of your contract allocated to the VariablePortfolios. If you elect optional features available under thecontract we may charge additional fees for these features. Aseparate withdrawal charge schedule applies to eachPurchase Payment. Your contract provides for a freewithdrawal amount each year. Withdrawal charges no longerapply to that Purchase Payment after a Purchase Paymenthas been in the contract for seven complete years or ninecomplete years if you elected the Polaris Rewards Program.There are investment charges on amounts invested in theVariable Portfolios including 12b-1 fees of up to 0.25%.Please see FEE TABLE, PURCHASING A POLARISPLATINUM II VARIABLE ANNUITY, FREEWITHDRAWAL AMOUNT and EXPENSES in theprospectus.

Access to Your Money: You may withdraw money fromyour contract during the Accumulation Phase. If you make awithdrawal, earnings are deemed to be withdrawn first. Youwill pay income taxes on earnings and untaxed contributionswhen you withdraw them. Annuity income paymentsreceived during the Income Phase are considered partly areturn of your original investment. A federal tax penaltymay apply if you make withdrawals before age 59½. Asnoted above, a withdrawal charge may apply. Please seeACCESS TO YOUR MONEY and TAXES in theprospectus.

Optional Living Benefits: You may have elected one of theoptional living benefits that were available under yourcontract for an additional fee. These living benefits weredesigned to protect a portion of your investment in the eventyour contract value declines due to unfavorable investmentperformance during the Accumulation Phase and before adeath benefit is payable. These benefits can provide aguaranteed income stream during the Accumulation Phasethat may last as long as you live.

You should consider the impact of Excess Withdrawals onthe Living Benefit you elect. Withdrawals in excess of theprescribed amount can have a detrimental impact on theguaranteed benefit. In addition, if an Excess Withdrawalreduces your contract value to zero, your contract willterminate and no further benefits are payable.

Death Benefit: A death benefit feature is available underthe contract which is payable to your Beneficiaries in theevent of your death during the Accumulation Phase. Pleasesee DEATH BENEFITS in the prospectus.

Annuity Income Options: When you switch to the IncomePhase, you can choose to receive annuity income paymentson a variable basis, fixed basis or a combination of both.You may also choose from five different annuity incomeoptions, including an option for annuity income that youcannot outlive. Please see ANNUITY INCOME OPTIONSin the prospectus.

Inquiries: If you have questions about your contract, callyour financial representative or contact us at AnnuityService Center, P.O. Box 15570, Amarillo, Texas79105-5570. Telephone Number: (800) 445-7862 andwebsite (www.aig.com/annuities). Please seeALLOCATION OF PURCHASE PAYMENTS in theprospectus for the address to which you must sendPurchase Payments.

All material state variations are described inAppendix C – STATE CONTRACT AVAILABILITYAND/OR VARIABILITY.

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The Company offers several different variable annuity contracts to meet the diverse needs of our investors. Ourcontracts may provide different features, benefits, programs and investment options offered at different fees andexpenses. We also offer contracts that do not offer the Polaris Rewards program. Electing the Polaris Rewardsprogram does not result in higher separate account charges. However, a contract without the Polaris Rewardsprogram has a shorter and lower surrender charge schedule. When working with your financial representative todetermine the best product to meet your needs, you should consider among other things, whether the features of thiscontract and the related fees provide the most appropriate package to help you meet your retirement savings goals.

If you would like information regarding how money is shared among our business partners, including broker-dealersthrough which you may purchase a variable annuity and from certain investment advisers of the Underlying Funds,please see PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT below.

Please read the prospectus carefully for more detailed information regarding these and other features and benefits ofthe contract, as well as the risks of investing.

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FEE TABLE

The following information describes the fees andexpenses that you will pay when buying, owning, andsurrendering the contract. The Maximum OwnerTransaction Expenses describe the fees and expensesthat you will pay at the time that you buy or surrenderthe contract, or transfer contract value betweeninvestment options.

MAXIMUM OWNER TRANSACTION EXPENSES

Maximum Withdrawal Charges(as a percentage of each Purchase Payment)1. . . . . . . . . 9%

Transfer Fee

$25 per transfer after the first 15 transfers in any contractyear.

Premium Tax2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5%

The following describes the fees and expenses that youmay pay periodically during the time that you own thecontract, not including Underlying Fund expenses whichare outlined in the next section.

Contract Maintenance Fee3 . . . . . . . . . . . . $35 per year

Separate Account Annual Expenses(deducted from the average daily ending net asset value allocatedto the Variable Portfolios)

Separate Account Charge4. . . . . . . . . . . . . . . . . . . . . . 1.52%Optional EstatePlus Fee5 . . . . . . . . . . . . . . . . . . . . . . . 0.25%Optional Combination HV & Roll-Up Death Benefit

Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.50%Maximum Separate Account Annual Expenses6 . . 2.02%

ADDITIONAL OPTIONAL FEATURE FEES

You may have elected one of the following optional livingbenefits below, each of which are guaranteed minimumwithdrawal benefits:

Optional MarketLock Income Plus Fee(calculated as a percentage of the Income Base)7

Number of Covered Persons Annualized Fee

For One Covered Person . . . . . . . . . . . . . . . . . 1.10%For Two Covered Persons . . . . . . . . . . . . . . . . 1.35%

Optional MarketLock For Life Plus Fee(calculated as a percentage of the Income Base)7



Optional MarketLock For Life Fee(calculated as a percentage of the Income Base)8



Optional MarketLock Fee(calculated as a percentage of the MAV Benefit Base)9

Annualized Fee

All years in which the feature is in effect . . . 0.65%

Optional MarketLock For Two Fee(calculated as a percentage of the MAV Benefit Base)9

All years in which the feature is in effect Annualized Fee

Prior to Any Withdrawal . . . . . . . . . . . . . . . . . 0.40%After the First Withdrawal . . . . . . . . . . . . . . . 0.80%

Optional Polaris Income Rewards Fee(calculated as a percentage of the Withdrawal Benefit Base)10

Contract Year Annualized Fee

0-7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.65%8-10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.45%11+ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none

Optional Capital Protector Fee(calculated as a percentage of contract value minus PurchasePayments received after the 90th day since the contract issuedate)11


0-7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.50%8-10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.25%11+ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none

Optional Income Protector Fee(calculated as a percentage of your Income

Benefit Base)12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.10%

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES(as of January 31, 2016)

The following shows the minimum and maximum totaloperating expenses (including Master Fund expenses, ifapplicable) charged by the Underlying Funds of theTrusts, before any waivers or reimbursements that youmay pay periodically during the time that you own thecontract. More detail concerning the Underlying Funds’expenses is contained in the prospectus for each of theTrusts. Please read them carefully before investing.

Total Annual Portfolio Operating Expenses Minimum13 Maximum13

(expenses that are deducted fromUnderlying Fund assets, includingmanagement fees, other expenses and12b-1 fees, if applicable). . . . . . . . . . . . . 0.71% 1.40%

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Footnotes to the Fee Table:1 Withdrawal Charge Schedule (as a percentage of each Purchase Payment withdrawn) declines over 7 or 9 years depending on whether you elected Polaris

Rewards, as follows:

Years Since Receipt: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 3 4 5 6 7 8 9 10+Without Polaris Rewards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7% 6% 5% 4% 3% 2% 1% 0% 0% 0%With Polaris Rewards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9% 9% 8% 7% 6% 5% 4% 3% 2% 0%

Your contract provides for a free withdrawal amount each year. Please see FREE WITHDRAWAL AMOUNT below.2 If applicable, state premium taxes of up to 3.5% may also be deducted when you begin the Income Phase. Please see PREMIUM TAX and Appendix C –

STATE CONTRACT AVAILABILITY AND/OR VARIABILITY.3 The contract maintenance fee is assessed annually and may be waived if contract value is $50,000 or more.4 If your Beneficiary elects to take the death benefit amount under the Extended Legacy Program, we will deduct an annual Separate Account Charge of

1.15% which is deducted daily from the average daily ending net asset value allocated to the Variable Portfolios. Please see Extended Legacy Programunder DEATH BENEFITS below.

5 EstatePlus is an optional earnings enhancement death benefit. If you do not elect the EstatePlus feature, your total separate account annual expenses wouldbe 1.52%. This feature is not available on contracts issued in Washington. If you purchased your contract prior to May 1, 2009, you may have electedEstatePlus which is no longer being offered.

6 The Maximum Separate Account Annual Expenses reflect election of the Combination HV & Roll-Up death benefit which has the highest fee of the optionaldeath benefits. This feature is not available on contracts issued in Washington. You cannot elect the Combination HV & Roll-Up death benefit if you elect aliving benefit or the EstatePlus feature.

7 MarketLock Income Plus and MarketLock For Life Plus are optional guaranteed minimum withdrawal benefits. The annual fee is calculated as a percentageof the Income Base which determines the basis of the guaranteed benefit. The annualized fee is deducted from your contract value at the end of the firstquarter following election and quarterly thereafter. For a complete description of how the Income Base is calculated, please see OPTIONAL LIVINGBENEFITS below. For contracts issued between May 1, 2008 and April 30, 2009, the fee for MarketLock Income Plus is as follows: 0.95% for one coveredperson and 1.20% for two covered persons. For contracts issued prior to May 1, 2009, the fee for MarketLock For Life Plus +6% Option is as follows:0.65% for one covered person and 0.90% for two covered persons and the fee for MarketLock For Life Plus +7% Option is as follows: 0.75% for onecovered person and 1.00% for two covered persons.

8 MarketLock For Life is an optional guaranteed minimum withdrawal benefit. The annual fee is calculated as a percentage of the Income Base whichdetermines the basis of the guaranteed benefit. The annualized fee is deducted from your contract value at the end of the first quarter following electionand quarterly thereafter. For a complete description of how the Income Base is calculated, please see OPTIONAL LIVING BENEFITS below.

9 MarketLock and MarketLock for Two are optional guaranteed minimum withdrawal benefits. The annual fee is calculated as a percentage of the MAVBenefit Base which determines the basis of the guaranteed benefit. The applicable annualized fee is deducted from your contract value at the end of thefirst quarter following the election and quarterly thereafter. For a complete description of how the MAV Benefit Base is calculated, please see OPTIONALLIVING BENEFITS below.

10 Polaris Income Rewards is an optional guaranteed minimum withdrawal benefit. The annual fee is assessed against the Withdrawal Benefit Base whichdetermines the basis for the guaranteed benefit. The fee is deducted from your contract at the end of the first quarter following election and quarterlythereafter. For a complete description of how the fee is calculated, please see OPTIONAL LIVING BENEFITS below.

11 Capital Protector is an optional guaranteed minimum accumulation benefit. The annualized fee is deducted from your contract value at the end of the firstquarter following election and quarterly thereafter. For contracts issued between February 10, 2003 and April 30, 2004, the fee is as follows: 0.45% forYears 0-7, 0.15% for Years 8-10, no fee for Years 11+. For contracts between September 30, 2002 and February 7, 2003, the fee is as follows: 0.35% forYears 0-7, 0.10% for Years 8-10, no fee for Years 11+. For a complete description of how the fee is calculated, please see OPTIONAL LIVINGBENEFITS below.

12 Income Protector is an optional guaranteed minimum income benefit. The fee is deducted annually from your contract value. For a complete description ofhow the fee is calculated, please see OPTIONAL LIVING BENEFITS below.

13 The maximum expense is for an Underlying Fund of SunAmerica Series Trust, as of its fiscal year ended January 31, 2016. The minimum expense is for anUnderlying Fund of Franklin Templeton Variable Insurance Products Trust as of its fiscal year ended December 31, 2015.

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MAXIMUM AND MINIMUM EXPENSE EXAMPLES

These examples are intended to help you compare the cost of investing in the contract with the cost of investing in othervariable annuity contracts. These costs include owner transaction expenses, the contract maintenance fee if any, separateaccount annual expenses, available optional feature fees and Underlying Fund expenses.

The examples assume that you invest $10,000 in the contract for the time periods indicated; that your investment has a 5%return each year; and you incur the maximum or minimum fees and expenses of the Underlying Fund as indicated in theexamples. Although your actual costs may be higher or lower, based on these assumptions, your costs at the end of the statedperiod would be the amounts set forth in the tables below.

MAXIMUM EXPENSE EXAMPLES(assuming separate account annual expenses of 1.77%, election ofPolaris Rewards, the optional EstatePlus feature, the optionalMarketLock Income Plus feature (1.35%) and investment in anUnderlying Fund with total expenses of 1.40%)

(1) If you surrender your contract at the end of theapplicable time period:

1 year 3 years 5 years 10 years

$1,361 $2,189 $2,924 $4,694

(2) If you do not surrender or if you annuitize yourcontract at the end of the applicable time period:


$461 $1,389 $2,324 $4,694

MINIMUM EXPENSE EXAMPLES(assuming minimum separate account annual charges of 1.52%, noelection of optional features and investment in an Underlying Fundwith total expenses of 0.71%)

(1) If you surrender your contract at the end of theapplicable time period:


$931 $1,212 $1,520 $2,615

(2) If you do not surrender or if you annuitize yourcontract at the end of the applicable time period:


$231 $712 $1,220 $2,615

Explanation of Expense Examples1. The Maximum Expense Examples reflect the highest possible

combination of charges. The purpose of the Expense Examplesis to show you the various fees and expenses you would incurdirectly and indirectly by investing in this variable annuitycontract. The Expense Examples represent both fees of theseparate account as well as the maximum and minimum totalannual Underlying Fund operating expenses. We converted thecontract maintenance fee to a percentage (0.05%). The actualimpact of the contract maintenance fee may differ from thispercentage and may be waived for contract values of $50,000or more. Additional information on the Underlying Fund feescan be found in the Trust prospectuses.

2. In addition to the stated assumptions, the Expense Examplesalso assume that no transfer fees were imposed. Althoughpremium taxes may apply in certain states, they are notreflected in the Expense Examples.

3. Expense Examples with election of the Polaris Rewardsprogram reflect the Polaris Rewards withdrawal chargeschedule, but do not reflect any upfront PaymentEnhancement.

4. If you elected other optional features, your expenses would belower than those shown in the Maximum Expense Examples.The Maximum Expense Examples assume that the IncomeBase, which is used to calculate the MarketLock Income Plusfee, equals contract value and that no withdrawals are takenduring the stated period.

5. If you elected optional features, you do not pay fees foroptional features once you begin the Income Phase (annuitizeyour contract); therefore, your expenses will be lower thanthose shown here. Please see ANNUITY INCOME OPTIONSbelow.

6. The Maximum Expense Examples do not reflect election of theCombination HV & Roll-Up Death Benefit which would resultin 2.02% maximum separate account expenses because thisdeath benefit cannot be elected with any optional living benefit.

These examples should not be considered a representation of past or future expenses. Actual expenses may be greater orless than those shown.

CONDENSED FINANCIAL INFORMATION APPEARS IN THE CONDENSED FINANCIAL INFORMATIONAPPENDIX OF THIS PROSPECTUS.

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THE POLARIS PLATINUMII

VARIABLE ANNUITY

When you purchase a variable annuity, a contract existsbetween you and the Company. You are the Owner of thecontract. The contract provides several main benefits:

• Optional Living Benefit: If you elect an optionalliving benefit, the Company guarantees to provide aguaranteed income stream, with additional benefitsunder the feature you elect, in the event yourcontract value declines due to unfavorableinvestment performance and withdrawals within thefeature’s parameters.

• Death Benefit: If you die during the AccumulationPhase, the Company pays a death benefit to yourBeneficiary.

• Guaranteed Income: Once you begin the IncomePhase, you receive a stream of annuity incomepayments for your lifetime, or another availableperiod you select.

• Tax Deferral: This means that you do not pay taxeson your earnings from the contract until youwithdraw them.

Tax-qualified retirement plans (e.g., IRAs, 401(k) or403(b) plans) defer payment of taxes on earnings untilwithdrawal. If you are considering funding a tax-qualifiedretirement plan with an annuity, you should know that anannuity does not provide any additional tax deferraltreatment of earnings beyond the treatment provided by thetax-qualified retirement plan itself. However, annuities doprovide other insurance features and benefits, which may bevaluable to you. You should fully discuss this decision withyour financial representative.

This variable annuity was developed to help you plan foryour retirement. In the Accumulation Phase, it can help youbuild assets on a tax-deferred basis. In the Income Phase, itcan provide you with guaranteed income through annuityincome payments. Alternatively, you may elect an optionalliving benefit that is designed to help you create aguaranteed income stream that may last as long as you live.

The contract is called a “variable” annuity because it allowsyou to invest in Variable Portfolios which, like mutual funds,have different investment objectives and performance. Youcan gain or lose money if you invest in these VariablePortfolios. The amount of money you accumulate in yourcontract depends on the performance of the VariablePortfolios in which you invest.

Fixed Accounts, if available, earn interest at a rate set andguaranteed by the Company. If you allocate money to anavailable Fixed Account, the amount of money thataccumulates in the contract depends on the total interestcredited to the particular Fixed Account in which you invest.

For more information on investment options available underthis contract, please see INVESTMENT OPTIONS below.

As a function of the Internal Revenue Code (“IRC”), youmay be assessed a 10% federal tax penalty on anywithdrawal made prior to your reaching age 59½. Pleasesee TAXES below. Additionally, you will be charged awithdrawal charge on each Purchase Payment withdrawnprior to the end of the applicable withdrawal charge period,please see FEE TABLE above. Because of these potentialpenalties, you should fully discuss all of the benefits andrisks of this contract with your financial representative priorto purchase.

PURCHASING A POLARIS PLATINUMII

VARIABLE ANNUITY

An initial Purchase Payment is the money you give us tobuy a contract. Any additional money you give us to investin the contract after purchase is a subsequent PurchasePayment.

The following chart shows the minimum initial andsubsequent Purchase Payments permitted under yourcontract. These amounts depend upon whether a contract isQualified or Non-Qualified for tax purposes. For furtherexplanation, please see TAXES below.

Minimum InitialPurchasePayment

MinimumSubsequentPurchasePayment

MinimumAutomaticSubsequentPurchasePayment

Qualified $2,000 $250 $100Non-Qualified $5,000 $500 $100

Once you have contributed at least the minimum initialPurchase Payment, you can establish an automatic paymentplan that allows you to make subsequent PurchasePayments of as little as $100 if you have not elected aLiving Benefit feature. We will not accept subsequentPurchase Payments from contract owners age 86 or older.We will not accept subsequent Purchase Payments on orafter the 5th contract anniversary if you have elected aLiving Benefit feature.

We reserve the right to refuse any Purchase Payment.Furthermore, we reserve the right to require Companyapproval prior to accepting Purchase Payments greater than$1,500,000. For contracts owned by a non-natural owner,we reserve the right to require prior Company approval toaccept any Purchase Payment. Purchase Payments thatwould cause total Purchase Payments in all contracts issuedby the Company or its affiliate, The United States LifeInsurance Company in the City of New York, to the sameOwner and/or Annuitant to exceed these limits may also besubject to Company pre-approval. The terms creating anylimit on the maximum death or living benefit payable wouldbe mutually agreed upon in writing by you and theCompany prior to purchasing the contract.

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Non-Natural Ownership

A trust, corporation or other non-natural entity may onlypurchase this contract if such entity has sufficientlydemonstrated an Insurable Interest in the Annuitantselected. For more information on non-naturalownership, please see TAXES below.

Various considerations may apply with respect tonon-natural ownership of this contract including but notlimited to estate planning, tax consequences and thepropriety of this contract as an investment consistent with anon-natural Owner’s organizational documentation. Youshould consult with your tax and/or legal advisor inconnection with non-natural ownership of this contract.

Maximum Issue Age

We will not issue a contract to anyone age 86 or older onthe contract issue date. We will not accept subsequentPurchase Payments from contract owners age 86 or older.We will not accept subsequent Purchase Payments on orafter the 5th contract anniversary if you have elected aLiving Benefit feature. In general, we will not issue aQualified contract to anyone who is age 70½ or older, unlessit is shown that the minimum distribution required by theIRS is being made. Please see TAXES below. If we learnof a misstatement of age, we reserve the right to fullypursue our remedies including termination of the contractand/or revocation of any age-driven benefits.

Termination of the Contract for Misstatement and/orFraud

The Company reserves the right to terminate the contract atany time if it discovers a misstatement or fraudulentrepresentation of any information provided in connectionwith the issuance or ongoing administration of the contract.

Joint Ownership

We allow this contract to be jointly owned by spouses (asdetermined for federal tax law purposes). The age of theolder Owner is used to determine the availability of mostage driven benefits. The addition of a joint Owner after thecontract has been issued is contingent upon prior review andapproval by the Company.

Certain states require that the benefits and features of thecontract be made available to domestic or civil unionpartners (“Domestic Partners”) who qualify for treatmentas, or are equal to, spouses under state law. There are alsostates that require us to issue the contract to non-spousaljoint Owners. However, non-spousal joint Owners (whichcan include Domestic Partners) who jointly own or areBeneficiaries of a contract should consult with their taxadviser and/or financial representative as, under current taxlaw, they are not eligible for spousal continuation of thecontract. Therefore, the ability of such non-spousal jointOwners to fully benefit from certain benefits and features of

the contract, such as optional living benefit(s), if applicable,that guarantee withdrawals over two lifetimes may belimited.

Assignment of the Contract/Change of Ownership

You may assign this contract before beginning the IncomePhase by sending a written request to us at the AnnuityService Center for an assignment. Your rights and those ofany other person with rights under this contract will besubject to the assignment. We will not be bound by anyassignment until written notice is processed by us at ourAnnuity Service Center and you have received confirmation.We are not responsible for the validity, tax or other legalconsequences of any assignment. An assignment will notaffect any payments we may make or actions we may takebefore we receive notice of the assignment.

We reserve the right not to recognize any assignment if itchanges the risk profile of the owner of the contract, asdetermined in our sole discretion, if no Insurable Interestexists or if not permitted by the Internal Revenue Code.Please see the Statement of Additional Information fordetails on the tax consequences of an assignment. Youshould consult a qualified tax adviser before assigning thecontract.

ALLOCATION OF PURCHASE PAYMENTS

In order to issue your contract, we must receive your initialPurchase Payment and all required paperwork in GoodOrder, including Purchase Payment allocation instructions atour Annuity Service Center. We will accept initial andsubsequent Purchase Payments by electronic transmissionfrom certain broker-dealer firms. In connection witharrangements we have to transact business electronically,we may have agreements in place whereby yourbroker-dealer may be deemed our agent for receipt of yourPurchase Payments. Thus, if we have an agreement with abroker-dealer deeming them our agent, Purchase Paymentsreceived by the broker-dealer will be priced as of the timethey are received by the broker-dealer. However, if we donot have an agreement with a broker-dealer deeming themour agent, Purchase Payments received by the broker-dealerwill not be priced until they are received by us. You assumeany risk in market fluctuations if you submit your PurchasePayment directly to a broker-dealer that is not deemed ouragent, should there be a delay in that broker-dealerdelivering your Purchase Payment to us. Please check withyour financial representative to determine if his/herbroker-dealer has an agreement with the Company thatdeems the broker-dealer an agent of the Company.

An initial Purchase Payment will be priced within two NYSEbusiness days after it is received by us in Good Order if thePurchase Payment is received before Market Close. If theinitial Purchase Payment is received in Good Order afterMarket Close, the initial Purchase Payment will be pricedwithin two NYSE business days after the next NYSEbusiness day. We allocate your initial Purchase Payment as

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of the date such Purchase Payment is priced. If we do nothave complete information necessary to issue your contract,we will contact you. If we do not have the informationnecessary to issue your contract within five NYSE businessdays, we will send your money back to you, or obtain yourpermission to keep your money until we get the informationnecessary to issue the contract.

Any subsequent Purchase Payment will be priced as of theday it is received by us in Good Order if the request isreceived before Market Close. If the subsequent PurchasePayment is received in Good Order after Market Close, itwill be priced as of the next NYSE business day. We investyour subsequent Purchase Payments in the VariablePortfolios and available Fixed Accounts according to anyallocation instructions that accompany the subsequentPurchase Payment. If we receive a Purchase Paymentwithout allocation instructions, we will invest the PurchasePayment according to your allocation instructions on file.Please see INVESTMENT OPTIONS below.

Purchase Payments submitted by check can only be acceptedby the Company at the Payment Center at the followingaddress:

American General Life Insurance CompanyAnnuity Service CenterP.O. Box 100330Pasadena, CA 91189-0330

Purchase Payments sent to the Annuity Service Center willbe forwarded and priced when received at the PaymentCenter.

Overnight deliveries of Purchase Payments can only beaccepted at the following address:

American General Life Insurance CompanyAnnuity Service CenterBuilding #6, Suite 1202710 Media Center DriveLos Angeles, CA 90065-1750

Delivery of Purchase Payments to any other address willresult in a delay in crediting your contract until thePurchase Payment is received at the Payment Center.

POLARIS REWARDS PROGRAM

If you were age 80 or younger at the time your contractwas issued you may have elected to participate in thisprogram at contract issue. We contribute an upfrontPayment Enhancement and, if available, a deferred PaymentEnhancement to your contract in conjunction with eachPurchase Payment you invest during the life of yourcontract. If you elected to participate in this program, allPurchase Payments are subject to a nine year withdrawalcharge schedule. Please see EXPENSES below. Thesewithdrawal charges may offset the value of any PaymentEnhancement, if you make an early withdrawal. Amountswe contribute to your contract under this program areconsidered earnings and are allocated to your contract asdescribed below. There may be scenarios in which due to

negative market conditions and your inability to remaininvested over the long-term, a contract with the PolarisRewards program may not perform as well as the contractwithout the program.

Purchase Payments may not be invested in dollar costaveraging Fixed Accounts if you participate in the PolarisRewards program. However, you may use other FixedAccount options, if available, for dollar cost averaging.Please see DOLLAR COST AVERAGING PROGRAMbelow.

Polaris Rewards Enhancement Levels

Each enhancement level is a range of dollar amounts, whichmay correspond to different enhancement rates and dates.The enhancement level applicable to your initial PurchasePayment is determined by the amount of that initialPurchase Payment. With respect to any subsequent PurchasePayments we determine your enhancement level by addingyour contract value on the date we receive each subsequentPurchase Payment to the amount of the subsequentPurchase Payment. Enhancement levels may change fromtime to time, at our sole discretion.

Upfront Payment Enhancement

An upfront Payment Enhancement is an amount we add toyour contract on the day we receive a Purchase Payment.We calculate an upfront Payment Enhancement amount as apercentage of each Purchase Payment. We refer to thispercentage amount as the upfront Payment EnhancementRate. We periodically review and establish the upfrontPayment Enhancement Rate, which may increase ordecrease at any time, but will never be less than 2%. Theapplicable upfront Payment Enhancement Rate is the rate ineffect for the applicable enhancement level at the time wereceive each Purchase Payment under your contract. Theupfront Payment Enhancement amounts are allocatedamong Variable Portfolios and available Fixed Accountsaccording to the current allocation instructions on file whenwe receive each Purchase Payment.

Deferred Payment Enhancement

A deferred Payment Enhancement is an amount we mayadd to your contract on a stated future date (the “deferredPayment Enhancement date”). We calculate a deferredPayment Enhancement amount, if applicable, as apercentage of each Purchase Payments received at the timewe receive the Purchase Payment. We refer to thispercentage amount as the deferred Payment EnhancementRate. We periodically review and establish the deferredPayment Enhancement Rates and deferred PaymentEnhancement dates. The deferred Payment EnhancementRate being offered may increase, decrease or be eliminatedby us at any time. The deferred Payment Enhancementdate, if applicable, may change at any time. The applicabledeferred Payment Enhancement date and deferred PaymentEnhancement Rate are those which may be in effect for the

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applicable enhancement level at the time when we receiveeach Purchase Payment. Any applicable deferred PaymentEnhancement, when credited, is allocated to a money marketor similar portfolio.

If you withdraw any portion of a Purchase Payment, towhich a deferred Payment Enhancement applies, prior to thedeferred Payment Enhancement date, we reduce the amountof the corresponding deferred Payment Enhancement in thesame proportion that your withdrawal (and any fees andcharges associated with such withdrawals) reduces thatPurchase Payment. For purposes of determining the deferredPayment Enhancement, withdrawals are assumed to betaken from earnings first, then from Purchase Payments, ona first-in-first-out basis.

We will not allocate any applicable deferred PaymentEnhancement, if any, to your contract if the followingcircumstances occur prior to the deferred PaymentEnhancement date:

• You surrender your contract;

• A death benefit is paid on your contract;

• You switch to the Income Phase of your contract; or

• You fully withdraw the corresponding PurchasePayment.

90 Day Window

As of the 90th day after your contract was issued, we willtotal your Purchase Payments made over those 90 days,without considering any investment gain or loss in contractvalue on those Purchase Payments. If your total PurchasePayments bring you to an enhancement level which, as ofthe date we issued your contract, would have provided for ahigher upfront and/or deferred Payment Enhancement rateon each Purchase Payment, you will get the benefit of theenhancement rate(s) that were applicable to that higherenhancement level at the time your contract was issued(“Look Back Adjustment”). We will add any applicableupfront Look Back Adjustment to your contract on the 90thday following the date of contract issue. We will send you aconfirmation indicating any applicable upfront and/ordeferred Look Back Adjustment, on or about the 90th dayfollowing the date of contract issuance. We will allocate anyapplicable upfront Look Back Adjustment according to yourthen current allocation instructions on file for subsequentPurchase Payments at the time we make the contributionand if applicable, to a money market or similar portfolio, fora deferred Look Back Adjustment.

Current Enhancement Levels

The Enhancement Levels, Upfront Payment EnhancementRate, Deferred Payment Enhancement Rate and DeferredPayment Enhancement date applicable to all PurchasePayments as of the date of this prospectus are:

Enhancement Level

UpfrontPayment

EnhancementRate

DeferredPayment

EnhancementRate

Deferred PaymentEnhancement Date

Under $40,000 2% 0% N/A

$40,000 – $99,999 4% 0% N/A

$100,000 – $499,999 4% 1% Nine years from thedate we receive eachPurchase Payment.

$500,000 – more 5% 1% Nine years from thedate we receive eachPurchase Payment.

We reserve the right to modify, suspend or terminate thePolaris Rewards program at any time for existing contractsand for subsequent Purchase Payments.

The Polaris Rewards program may not be available in yourstate or through the broker-dealer with which your financialrepresentative is affiliated. Please check with your financialrepresentative regarding the availability of this program.

ACCUMULATION UNITS

When you allocate a Purchase Payment to the VariablePortfolios, we credit your contract with Accumulation Unitsof the Separate Account. We base the number ofAccumulation Units you receive on the unit value of theVariable Portfolio as of the day we process your PurchasePayment, as described under Allocation of PurchasePayments above, if before that day’s Market Close, or onthe next NYSE business day’s unit value if we process yourPurchase Payment after that day’s Market Close. The valueof an Accumulation Unit goes up and down based on theperformance of the Variable Portfolios.

We determine the value of each Accumulation Unit at theclose of the NYSE every NYSE business day, by multiplyingthe Accumulation Unit value for the immediately precedingNYSE business day by a factor for the current NYSEbusiness day. The factor is determined by:

1. dividing the net asset value per share of theUnderlying Fund at the end of the current NYSEbusiness day, plus any dividend or capital gains pershare declared on behalf of the Underlying Fund asof that day, by the net asset value per share of theUnderlying Fund for the previous NYSE businessday; and

2. multiplying it by one minus all applicable daily assetbased charges.

We determine the number of Accumulation Units credited toyour contract by adding the Purchase Payment and PaymentEnhancement, if applicable, and dividing that amount, bythe Accumulation Unit value for the specific VariablePortfolio.

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Example (Contracts Without Polaris Rewards):

We receive a $25,000 Purchase Payment from you onWednesday. You allocate the money to VariablePortfolio A. We determine that the value of anAccumulation Unit for Variable Portfolio A is $11.10 atMarket Close on Wednesday. We then divide $25,000 by$11.10 and credit your contract on Wednesday nightwith 2,252.2523 Accumulation Units for VariablePortfolio A.

We determine the number of Accumulation Units credited toyour contract by adding the Purchase Payment and PaymentEnhancement, if applicable, and dividing that amount, bythe Accumulation Unit value for the specific VariablePortfolio.

Example (Contracts With Polaris Rewards):

We receive a $25,000 Purchase Payment from you onWednesday. You allocate the money to VariablePortfolio A. If the Payment Enhancement is 2% of yourPurchase Payment, we would add a PaymentEnhancement of $500 to your contract. We determinethat the value of an Accumulation Unit for VariablePortfolio A is $11.10 at Market Close on Wednesday.We then divide $25,500 by $11.10 and credit yourcontract on Wednesday with 2,297.2973 AccumulationUnits for Variable Portfolio A.

Performance of the Variable Portfolios and the insurancecharges under your contract affect Accumulation Unitvalues. These factors cause the value of your contract to goup and down.

FREE LOOK

You may cancel your contract within ten days afterreceiving it. Your state may require a longer free lookperiod. We call this a “free look.” Please check your contractor with your financial representative. To cancel, you mustmail the contract along with your written free look requestto our Annuity Service Center at P.O. Box 15570, Amarillo,Texas 79105-5570.

If you decide to cancel your contract during the free lookperiod, generally we will refund to you the value of yourcontract on the day we receive your request in Good Orderat the Annuity Service Center minus the Free Look PaymentEnhancement Deduction, if applicable. If you elect thePolaris Rewards feature, the Free Look PaymentEnhancement Deduction is equal to the lesser of (1) thevalue of any Payment Enhancement(s) on the day wereceive your free look request; or (2) the PaymentEnhancement amount(s), if any, which we allocated to yourcontract. Thus, you receive any gain and we bear any losson any Payment Enhancement(s) if you decide to cancelyour contract during the free look period. Certain statesrequire us to return your Purchase Payments upon a free

look request. Additionally, all contracts issued as an IRArequire the full return of Purchase Payments upon a freelook.

If your contract was issued either in a state requiring returnof Purchase Payments or as an IRA, and you cancel yourcontract during the free look period, we return the greaterof (1) your Purchase Payments; or (2) the value of yourcontract on the day we receive your request in Good Orderat the Annuity Service Center. With respect to thesecontracts, we reserve the right to put your money and thePayment Enhancement, if you elected the Polaris Rewardsfeature, in a money market or similar portfolio during thefree look period and will allocate your money and thePayment Enhancement according to your instructions at theend of the applicable free look period. Please see theSTATE CONTRACT AVAILABILITY AND/ORVARIABILITY Appendix for information about the freelook period in your state.

EXCHANGE OFFERS

From time to time, we allow you to exchange an oldervariable annuity issued by the Company or one of itsaffiliates, for a newer product with different features andbenefits issued by the Company or one of its affiliates. Suchan exchange offer will be made in accordance withapplicable federal securities laws and state insurance rulesand regulations. We will provide the specific terms andconditions of any such exchange offer at the time the offeris made.

IMPORTANT INFORMATION FOR MILITARYSERVICEMEMBERS

If you are an active duty full-time servicemember, and areconsidering the purchase of this contract, please read thefollowing important information before investing. Subsidizedlife insurance is available to members of the Armed Forcesfrom the Federal Government under the Servicemembers’Group Life Insurance program (also referred to as “SGLI”).More details may be obtained on-line at the followingwebsite: www.insurance.va.gov. This contract is not offeredor provided by the Federal Government and the FederalGovernment has in no way sanctioned, recommended, orencouraged the sale of this contract. No entity has receivedany referral fee or incentive compensation in connection withthe offer or sale of this contract, unless that entity has aselling agreement with the Company.

INVESTMENT OPTIONS

VARIABLE PORTFOLIOS

The Variable Portfolios invest in the Underlying Funds ofthe Trusts. Additional Variable Portfolios may be availablein the future. The Variable Portfolios are only availablethrough the purchase of certain insurance contracts weoffer.

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The Underlying Funds offered through this contract areselected by us and we may consider various factors in theselection process, including but not limited to: asset classcoverage, the strength of the investment adviser’s orsubadviser’s reputation and tenure, brand recognition, thealignment of the investment objectives of an UnderlyingFund with our hedging strategy, performance and thecapability and qualification of each investment firm. Anotherfactor we may consider is whether the Underlying Fund orits service providers (i.e., the investment adviser and/orsubadviser(s)) or their affiliates will make payments to usor our affiliates in connection with certain administrative,marketing and support services, or whether the UnderlyingFund’s service providers have affiliates that can providemarketing and distribution support for sales of the contract.Please see PAYMENTS IN CONNECTION WITHDISTRIBUTION OF THE CONTRACT below.

We review the Underlying Funds periodically and may makechanges if we determine that an Underlying Fund no longersatisfies one or more of the selection criteria and/or if theUnderlying Fund has not attracted significant allocationsfrom contract owners.

Certain Underlying Funds offered under this Contract havesimilar investment objectives to other Underlying Fundsmanaged by the same adviser or sub-adviser. Theinvestment results of the Underlying Funds, however, maybe higher or lower than such other Underlying Funds. Wedo not guarantee or make any representation that theinvestment results of any of the Underlying Funds will becomparable to the investment results of any otherUnderlying Fund managed by the same investment adviseror sub-adviser.

Certain Underlying Funds invest substantially all theirassets in other Underlying Funds. These arrangements arereferred to as Fund-of-Funds or master-feeder funds.Fund-of-Funds and master-feeder funds require you to payfees and expenses at both fund levels. Expenses for aFund-of-Funds may be higher than that for other fundsbecause a Fund-of-Funds bears its own expenses andindirectly bears its proportionate share of expenses of theUnderlying Funds held in the Fund-of-Funds structure. As aresult, you will pay higher fees and expenses under theFund-of-Funds structure than if you invested directly in eachof the Underlying Funds held in the Fund-of-Fundsstructure. This will reduce your investment return.

Certain Underlying Funds advised by our affiliate employrisk management strategies that are intended to control theUnderlying Funds’ overall volatility and to reduce thedownside exposure of the Underlying Funds duringsignificant market downturns. These risk managementtechniques help us to manage our financial exposure inconnection with certain guaranteed benefits and could limitthe upside participation of these Underlying Funds in risingequity markets relative to other Underlying Funds.

From time to time, certain Variable Portfolio names arechanged. When we are notified of a name change, we willmake changes so that the new name is properly shown.However, until we complete the changes, we may provideyou with various forms, reports and confirmations thatreflect a Variable Portfolio’s prior name.

You are responsible for allocating Purchase Payments to theVariable Portfolios as appropriate for your own individualcircumstances, investment goals, financial situation and risktolerance. You should periodically review your allocationsand values to ensure they continue to suit your needs. Youbear the risk of any decline in contract value resulting fromthe performance of the Underlying Funds you have selected.In making your investment selections, you should investigateall information available to you including the UnderlyingFund’s prospectus, statement of additional information andannual and semi-annual reports. Please consult yourindependent financial advisor regarding which of theseVariable Portfolios are appropriate for your risk structure.

The Trusts serve as the underlying investment vehicles forother variable annuity contracts issued by the Company andother affiliated and unaffiliated insurance companies.Neither the Company nor the Trusts believe that offeringshares of the Trusts in this manner disadvantages you. TheTrusts are monitored for potential conflicts. The Trusts mayhave other Underlying Funds, in addition to those listedhere, that are not available for investment under thiscontract.

We do not provide investment advice, nor do we recommendor endorse any particular Underlying Fund. The UnderlyingFunds along with their respective advisers are listed below.

AIM Variable Insurance Funds (Invesco VariableInsurance Funds) — Series II Shares

Invesco Advisers, Inc. is the investment adviser to AIMVariable Insurance Funds (Invesco Variable InsuranceFunds) (“AVIF”).

Columbia Funds Variable Insurance Trust, ColumbiaFunds Variable Insurance Trust I and Columbia FundsVariable Series Trust II – Class 1 and 2 Shares

Columbia Management Investment Advisers, LLC is theinvestment adviser and various managers are thesubadvisers to Columbia Funds Variable Insurance Trust(“CFT”), Columbia Funds Variable Insurance Trust I(“CFT I”) and Columbia Funds Variable Series Trust II(“CFT II”).

Franklin Templeton Variable Insurance Products Trust

Franklin Advisers, Inc. is the investment adviser toFranklin Templeton Variable Insurance Products Trust(“FTVIPT”).

Franklin Founding Funds Allocation VIP Fund (“VIPFounding Funds”) is structured as a Fund-of-Funds.The administrator for the VIP Founding Funds is

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Franklin Templeton Services, LLC. Franklin TempletonServices, LLC may receive assistance from FranklinAdvisers, Inc. in monitoring the Underlying Funds andthe VIP Founding Fund’s investment in the UnderlyingFunds. Each Underlying Fund of the VIP FoundingFunds has its own investment adviser.

Lord Abbett Series Fund, Inc. — Class VC Shares

Lord, Abbett & Co. LLC is the investment adviser toLord Abbett Series Fund, Inc. (“LASF”).

Principal Variable Contracts Funds, Inc. – Class 2Shares

Principal Management Corporation is the investmentadviser and Edge Asset Management, Inc. is thesubadviser to the Principal Variable Contracts Funds,Inc. (“PVCF”).

Balanced, Conservative Balanced, Conservative Growth,Flexible Income and Strategic Growth funds areStrategic Asset Management Portfolios structured asFund-of-Funds.

Please see the Principal Variable Contracts Funds, Inc.prospectus for details.

SAAMCO MANAGED TRUSTS

We offer Underlying Funds of the Anchor Series Trust,Seasons Series Trust and SunAmerica Series Trust(the “SAAMCo Managed Trusts”) at least in partbecause they are managed by SunAmerica AssetManagement, LLC (“SAAMCo”), an affiliate of theCompany. SAAMCo engages subadvisers to provideinvestment advice for the Underlying Funds. TheCompany and/or its affiliates may be subject to certainconflicts of interest as the Company may derive greaterrevenues from Variable Portfolios offered by a Trustmanaged by an affiliate than certain other availableVariable Portfolios.

Anchor Series Trust — Class 3 Shares

SAAMCo is the investment adviser and WellingtonManagement Company LLP is the subadviser to AnchorSeries Trust (“AST”).

Seasons Series Trust — Class 3 Shares

The Real Return Portfolio listed below is part of theSeasons Series Trust (“SST”).

SunAmerica Series Trust — Class 3 Shares

SAAMCo is the investment adviser and variousmanagers are the subadvisers to SunAmerica SeriesTrust (“SAST”).

Master-Feeder Funds

SAST also offers Master-Feeder funds. CapitalResearch and Management Company is theinvestment adviser of the Master Fund in whichthe Feeder Funds invest. SAAMCo is theinvestment adviser to the Feeder Funds.

Unlike other Underlying Funds, the Feeder Fundsdo not buy individual securities directly. Rather,each Feeder Fund invests all of its investmentassets in a corresponding Master Fund of AmericanFunds Insurance Series (“AFIS”), which investsdirectly in individual securities.

Under the Master-Feeder structure, you pay thefees and expenses of both the Feeder Fund and theMaster Fund. As a result, you will pay higher feesand expenses under a Master-Feeder structure thanif you invested in an Underlying Fund that investsdirectly in the same individual securities as theMaster Fund. We offer other variable annuitycontracts which include Variable Portfolios thatinvest directly in the Master Funds withoutinvesting through a Feeder Fund and theycurrently assess lower fees and expenses than theMaster-Feeder Funds.

Each Feeder Fund may withdraw all its assets froma Master Fund if the Board of Directors (“Board”)of the Feeder Fund determines that it is in the bestinterest of the Feeder Fund and its shareholders todo so. If a Feeder Fund withdraws its assets from aMaster Fund and the Board of the Feeder Fundapproved SAAMCo as investment adviser to theFeeder Fund, SAAMCo would be fully compensatedfor its portfolio management services. Please see theSunAmerica Series Trust prospectus andStatement of Additional Information for morediscussion of the Master-Feeder structure.

SunAmerica Dynamic Allocation Portfolio andSunAmerica Dynamic Strategy Portfolio

SAST also offers the SunAmerica DynamicAllocation Portfolio (the “Dynamic AllocationPortfolio”) and the SunAmerica Dynamic StrategyPortfolio (“Dynamic Strategy Portfolio”). SAAMCois the investment adviser of the Dynamic AllocationPortfolio and Dynamic Strategy Portfolio.AllianceBernstein L.P. is the subadviser(the “Subadviser”) of a component of each of theDynamic Allocation Portfolio and Dynamic StrategyPortfolio. The Dynamic Allocation Portfolio andDynamic Strategy Portfolio each invest part oftheir assets as a Fund-of-Funds that in turn investin Underlying Funds of the SAAMCo ManagedTrusts.

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The Dynamic Allocation Portfolio and DynamicStrategy Portfolio each have a managed volatilitystrategy that may serve to reduce the risk ofinvestment losses that could require the Companyto use its own assets to make payments inconnection with certain guarantees under thecontract. In addition, the Dynamic AllocationPortfolio and Dynamic Strategy Portfolio mayenable the Company to more efficiently manage itsfinancial risks associated with guarantees like theliving and death benefits, due in part to a formuladeveloped by the Company and provided bySAAMCo to the Subadviser. The formula used by

the Subadviser may change over time based onproposals by the Company. Any changes to theformula proposed by the Company will beimplemented only if they are approved by theinvestment adviser and the Portfolio’s Board ofTrustees, including a majority of the IndependentTrustees. Please see the SunAmerica SeriesTrust prospectus and Statement of AdditionalInformation for details.

If you purchased your contract prior to May 1, 2007,please see below for information regarding theAmerican Funds Insurance Series.

(Please see next page for full list of investment options)

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All of the Underlying Funds listed below may not be available to you for investment.

Underlying Funds Managed by: Trust Asset ClassAggressive Growth Wells Capital Management Incorporated SAST STOCKAmerican Funds Asset Allocation SAST Capital Research and Management Company SAST ASSET ALLOCATIONAmerican Funds Global Growth SAST Capital Research and Management Company SAST STOCKAmerican Funds Growth SAST Capital Research and Management Company SAST STOCKAmerican Funds Growth-Income SAST Capital Research and Management Company SAST STOCKBalanced Edge Asset Management, Inc. PVCF ASSET ALLOCATIONBalanced J.P. Morgan Investment Management Inc. SAST ASSET ALLOCATIONBlue Chip Growth Massachusetts Financial Services Company SAST STOCKCapital Appreciation Wellington Management Company LLP AST STOCKCapital Growth The Boston Company Asset Management, LLC SAST STOCKConservative Growth Edge Asset Management, Inc. PVCF ASSET ALLOCATIONCorporate Bond Federated Investment Management Company SAST BOND“Dogs” of Wall Street* SunAmerica Asset Management, LLC SAST STOCKEmerging Markets J.P. Morgan Investment Management Inc. SAST STOCKEquity Opportunities OppenheimerFunds, Inc. SAST STOCKForeign Value Templeton Investment Counsel, LLC SAST STOCKFranklin Founding Funds Allocation VIP Fund Franklin Templeton Services, LLC FTVIPT ASSET ALLOCATIONFranklin Income VIP Fund Franklin Advisers, Inc. FTVIPT ASSET ALLOCATIONFundamental Growth Wells Capital Management Incorporated SAST STOCKGlobal Bond Goldman Sachs Asset Management International SAST BONDGlobal Equities J.P. Morgan Investment Management Inc. SAST STOCKGovernment and Quality Bond Wellington Management Company LLP AST BONDGrowth Wellington Management Company LLP AST STOCKGrowth-Income J.P. Morgan Investment Management Inc. SAST STOCKGrowth Opportunities Invesco Advisers, Inc. SAST STOCKHigh-Yield Bond PineBridge Investments LLC SAST BONDInternational Diversified Equities Morgan Stanley Investment Management Inc. SAST STOCKInternational Growth and Income Putnam Investment Management, LLC SAST STOCKInvesco V.I. American Franchise Fund,

Series II Shares*Invesco Advisers, Inc. AVIF STOCK

Invesco V.I. Comstock Fund, Series IIShares*

Invesco Advisers, Inc. AVIF STOCK

Invesco V.I. Growth and Income Fund,Series II Shares

Invesco Advisers, Inc. AVIF STOCK

Lord Abbett Growth and Income Lord, Abbett & Co. LLC LASF STOCKMid-Cap Growth J.P. Morgan Investment Management Inc. SAST STOCKNatural Resources Wellington Management Company LLP AST STOCKReal Estate FIAM LLC SAST STOCKReal Return Wellington Management Company LLP SST BONDSA AB Growth AllianceBernstein L.P. SAST STOCKSA JPMorgan MFS Core Bond J.P. Morgan Investment Management Inc. and

Massachusetts Financial Services CompanySAST BOND

SA Legg Mason BW Large Cap Value Brandywine Global Investment Management, LLC SAST STOCKSA Marsico Focused Growth Marsico Capital Management, LLC SAST STOCKSA MFS Massachusetts Investors Trust* Massachusetts Financial Services Company SAST STOCKSA MFS Total Return* Massachusetts Financial Services Company SAST ASSET ALLOCATIONSmall Company Value Franklin Advisory Services, LLC SAST STOCKSmall & Mid Cap Value AllianceBernstein L.P. SAST STOCKStrategic Growth Edge Asset Management, Inc. PVCF STOCKSunAmerica Dynamic Allocation Portfolio SunAmerica Asset Management, LLC and

AllianceBernstein L.P.SAST ASSET ALLOCATION

SunAmerica Dynamic Strategy Portfolio SunAmerica Asset Management, LLC andAllianceBernstein L.P.

SAST ASSET ALLOCATION

Technology Columbia Management Investment Advisers, LLC SAST STOCKTelecom Utility Massachusetts Financial Services Company SAST STOCKUltra Short Bond Portfolio Dimensional Fund Advisors LP SAST BOND

* “Dogs” of Wall Street is an equity fund seeking total return including capital appreciation and current income. Invesco V.I. AmericanFranchise Fund is an equity fund seeking capital growth. Invesco V.I. Comstock Fund is an equity fund seeking capital growth andincome. SA MFS Massachusetts Investors Trust is an equity fund seeking reasonable current income and long-term growth of capitaland income. SA MFS Total Return is an equity fund seeking reasonable current income, long term capital growth and conservation ofcapital.

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You may also invest in these Underlying Funds if you purchased your contract through Banc of America InvestmentServices, Inc.:

Underlying Funds Managed by: Trust Asset ClassColumbia VP-Asset Allocation Fund Columbia Management Investment Advisers, LLC CFT ASSET ALLOCATIONColumbia VP-Dividend Opportunity Fund Columbia Management Investment Advisers, LLC CFT II BONDColumbia VP-Income Opportunities Fund Columbia Management Investment Advisers, LLC CFT II STOCKColumbia VP-Large Cap Growth Fund Columbia Management Investment Advisers, LLC CFT I STOCKColumbia VP-Mid Cap Growth Fund Columbia Management Investment Advisers, LLC CFT I STOCKColumbia VP-Select International Equity Fund Columbia Management Investment Advisers, LLC CFT I STOCKColumbia VP-Small Company Growth Fund Columbia Management Investment Advisers, LLC CFT I STOCKVP-Loomis Sayles Growth Fund Loomis, Sayles & Company, L.P. CFT I STOCK

You may also invest in these Underlying Funds if you purchased your contract through M&T Securities, Inc.:

Underlying Funds Managed by: Trust Asset ClassAsset Allocation Edge Asset Management, Inc. AST ASSET ALLOCATION

You may also invest in these Underlying Funds if you purchased your contract through Chase Investment ServicesCorporation (formerly WaMu Investments, Inc.):

Underlying Funds Managed by: Trust Asset ClassConservative Balanced Edge Asset Management, Inc. PVCF ASSET ALLOCATIONEquity Income Account Edge Asset Management, Inc. PVCF STOCKFlexible Income Edge Asset Management, Inc. PVCF ASSET ALLOCATION

If you purchased your contract prior to May 1, 2007, you may invest in the American Funds Insurance Series(“AFIS”) directly. The discussion in the prospectus pertaining to the American Funds SAST Portfolios and theMaster-Feeder arrangement does not apply to your contract. The following information applies to your contract:

American Funds Insurance Series — Class 2 Shares

Capital Research and Management Company is the investment adviser to the American Funds Insurance Series (“AFIS”).There is an annualized 0.25% fee applicable to Class 2 shares of AFIS.

Underlying Funds Managed by: Trust Asset ClassAmerican Funds Global Growth Capital Research and Management Company AFIS STOCKAmerican Funds Growth-Income Capital Research and Management Company AFIS STOCKAmerican Funds Growth Capital Research and Management Company AFIS STOCK

You should read the prospectuses for the Trusts carefully. These prospectuses contain detailed information about theUnderlying Funds, including each Underlying Fund’s investment objective and risk factors. You may obtain anadditional copy of these prospectuses for the Trusts by calling our Annuity Service Center at (800) 445-7862 or byvisiting our website at www.aig.com/annuities. You may also obtain information about the Underlying Funds (includinga copy of the Statement of Additional Information) by accessing the U.S. Securities and Exchange Commission’s websiteat www.sec.gov.

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SUBSTITUTION, ADDITION OR DELETION OFVARIABLE PORTFOLIOS

We may, subject to any applicable law, make certainchanges to the Variable Portfolios offered in your contract.We may offer new Variable Portfolios or stop offeringexisting Variable Portfolios. New Variable Portfolios may bemade available to existing contract owners, and VariablePortfolios may be closed to new or subsequent PurchasePayments, transfers or allocations. In addition, we may alsoliquidate the shares of any Variable Portfolio, substitute theshares of one Underlying Fund held by a Variable Portfoliofor another and/or merge Variable Portfolios or cooperate ina merger of Underlying Funds. To the extent required bythe Investment Company Act of 1940, as amended, we maybe required to obtain SEC approval or your approval.

FIXED ACCOUNTS

Your contract may offer Fixed Accounts for varyingguarantee periods. A Fixed Account may be available fordiffering lengths of time (such as 1, 3, or 5 years). Eachguarantee period may have different guaranteed interestrates.

We guarantee that the interest rate credited to amountsallocated to any Fixed Account guarantee periods will neverbe less than the guaranteed minimum interest rate specifiedin your contract. Once the rate is established, it will notchange for the duration of the guarantee period. Theminimum guaranteed interest rate can vary but is neverlower than 1%. We determine which, if any, guaranteeperiods will be offered at any time in our sole discretion,unless state law requires us to do otherwise. Please checkwith your financial representative regarding the availabilityof Fixed Accounts.

There are three categories of interest rates for moneyallocated to the Fixed Accounts. The applicable rate isguaranteed until the corresponding guarantee period expires.With each category of interest rate, your money may becredited a different rate as follows:

• Initial Rate: The rate credited to any portion of theinitial Purchase Payment allocated to a FixedAccount.

• Current Rate: The rate credited to any portion of asubsequent Purchase Payment allocated to a FixedAccount.

• Renewal Rate: The rate credited to moneytransferred from a Fixed Account or a VariablePortfolio into a Fixed Account and to moneyremaining in a Fixed Account after expiration of aguarantee period.

There are no restrictions with respect to transferring out ofor taking a withdrawal from a Fixed Account. If you makea transfer out of or a withdrawal from a Fixed Accountprior to the end of a guarantee period, you will be creditedthe interest earned up to the time of transfer or withdrawal.

When a guarantee period ends, you may leave your moneyin the same Fixed Account or you may reallocate yourmoney to another Fixed Account, if available, or to theVariable Portfolios. If you do not want to leave your moneyin the same Fixed Account, you must contact us within30 days after the end of the guarantee period and provideus with new allocation instructions. We do not contact you.If you do not contact us, your money will remain in thesame Fixed Account where it will earn interest at therenewal rate then in effect for that Fixed Account.

We reserve the right to defer payments for a withdrawalfrom a Fixed Account for up to six months. Please seeACCESS TO YOUR MONEY below.

If available, you may systematically transfer interest earnedin available Fixed Accounts into any of the VariablePortfolios on certain periodic schedules offered by us.Systematic transfers may be started, changed or terminatedat any time by contacting our Annuity Service Center.Check with your financial representative about the currentavailability of this service.

At any time we are crediting the minimum guaranteedinterest rate specified in your contract, we reserve the rightto restrict your ability to invest into the Fixed Accounts. AllFixed Accounts may not be available in your state. Pleasecheck with your financial representative regarding theavailability of Fixed Accounts.

DOLLAR COST AVERAGING FIXED ACCOUNTS

You may invest initial and/or subsequent PurchasePayments in the dollar cost averaging (“DCA”) FixedAccounts, if available. The minimum Purchase Payment thatyou must invest for the 6-month DCA Fixed Account is$600, for the 12-month DCA Fixed Account (“1-Year DCAFixed Account”) is $1,200 and the 24-month DCA FixedAccount (“2-Year DCA Fixed Account”) is $2,400.Purchase Payments less than these minimum amounts willautomatically be allocated to available investment optionsaccording to your instructions or your current allocationinstructions on file. The 6-month, 1-Year and 2-Year DCAFixed Accounts may not be available in your state. Pleasecheck with your financial representative for availability.

Purchase Payments may not be invested in DCA FixedAccounts if you elect the Polaris Rewards program.

DCA Fixed Accounts credit a fixed rate of interest and canonly be elected to facilitate a DCA program. Please seeDOLLAR COST AVERAGING PROGRAM below formore information. Interest is credited to amounts allocatedto the DCA Fixed Accounts while your money is transferredto available investment options over certain specified timeframes. The interest rates applicable to the DCA FixedAccounts may differ from those applicable to any otherFixed Account but will never be less than the minimumguaranteed interest rate specified in your contract. Theminimum guaranteed interest rate can vary but is neverlower than 1%. However, when using a DCA Fixed Account,

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the annual interest rate is paid on a declining balance asyou systematically transfer your money to availableinvestment options. Therefore, the actual effective yield willbe less than the stated annual crediting rate. We reserve theright to change the availability of DCA Fixed Accountsoffered, unless state law requires us to do otherwise.

DOLLAR COST AVERAGING PROGRAM

The DCA program allows you to invest gradually inavailable investment options at no additional cost. Under theprogram, you systematically transfer a specified dollaramount or percentage of contract value from a VariablePortfolio, available Fixed Account or DCA Fixed Account(“source account”) to any available investment options(“target account”). Fixed Accounts are not available astarget accounts for the DCA program. Transfers occur on amonthly periodic schedule. The minimum transfer amountunder the DCA program is $100 per transaction, regardlessof the source account. Transfers resulting from yourparticipation in the DCA program are not counted towardsthe number of free transfers per contract year.

The DCA Fixed Accounts only accept initial and subsequentPurchase Payments because they are offered as sourceaccounts exclusively to facilitate the DCA program for aspecified time period. You may not make a transfer from aVariable Portfolio or available Fixed Account into a DCAFixed Account.

If you choose to allocate subsequent Purchase Payments toan active DCA program with an available Fixed Accountserving as the source account, the rate applicable to thatFixed Account at the time we receive the subsequentPurchase Payment will apply. Further, we will begintransferring that subsequent Purchase Payment into yourtarget account allocations on the same day of the month asthe initial active DCA program. Therefore, you may notreceive a full 30 days of interest prior to the first transfer tothe target account(s).

You may terminate the DCA program at any time. If youterminate the DCA program and money remains in the DCAFixed Account(s), we transfer the remaining moneyaccording to your current allocation instructions on file.Upon notification of your death, we will terminate the DCAprogram unless your Beneficiary instructs us otherwise andwe will transfer the remaining money according to thecurrent allocation instructions on file.

The DCA program is designed to lessen the impact ofmarket fluctuations on your investment. However, the DCAprogram can neither guarantee a profit nor protect yourinvestment against a loss. When you elect the DCAprogram, you are continuously investing in securitiesfluctuating at different price levels. You should consideryour tolerance for investing through periods of fluctuatingprice levels.

Example of DCA Program:

Assume that you want to move $750 each month fromone Variable Portfolio to another Variable Portfolio oversix months. You set up a DCA program and purchaseAccumulation Units at the following values:

Month Accumulation Unit Value Units Purchased

1 $ 7.50 1002 $ 5.00 1503 $10.00 754 $ 7.50 1005 $ 5.00 1506 $ 7.50 100

You paid an average price of only $6.67 perAccumulation Unit over six months, while the averagemarket price actually was $7.08. By investing an equalamount of money each month, you automatically buymore Accumulation Units when the market price is lowand fewer Accumulation Units when the market price ishigh. This example is for illustrative purposes only.

We reserve the right to modify, suspend or terminatethe DCA program at any time and we will provide younotice at least 30 days prior to modification, suspensionor termination of the DCA program. In the event ofsuspension or termination of the DCA program, we willtransfer the remaining money according to your currentDCA target allocations on file.

POLARIS PORTFOLIO ALLOCATOR PROGRAM

Program Description

The Polaris Portfolio Allocator program is offered to you atno additional cost to assist in diversifying your investmentacross various asset classes. The Polaris Portfolio Allocatorprogram allows you to choose from one of the four PortfolioAllocator models designed to assist in meeting your statedinvestment goals. Each Portfolio Allocator model iscomprised of a carefully selected combination of VariablePortfolios representing various asset classes. The modelsallocate among the various asset classes to attempt to matchcertain combinations of investors’ investment time horizonand risk tolerance. Please consult your financialrepresentative about investment in the Polaris PortfolioAllocator program.

If you purchased your contract through certainbroker-dealers, you may have invested in a model as part ofa different asset allocation program apart from the PolarisAllocator program. If you invested in an asset allocationprogram apart from the Polaris Portfolio Allocator program,such models were designed by an investment adviser whomay be affiliated with your broker dealer and who maymanage some of the Underlying Funds in which the modelsinvest. There may be revenue sharing arrangements betweenyour broker-dealer and this investment adviser. Thosearrangements are not related to the availability of the same

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Underlying Funds in this variable annuity. Among otherthings, the models may result in an increase in assetsallocated to the Underlying Funds managed by theinvestment adviser, and therefore a corresponding increasein portfolio management fees collected by the investmentadviser. Furthermore, the models in your broker-dealer’sasset allocation program may not be current or updatedannually. Please contact your financial representative forinformation about their asset allocation program and therelationship amongst the entities offering the models.

Enrolling in the Polaris Portfolio Allocator Program

You may enroll in the Polaris Portfolio Allocator program byelecting a Portfolio Allocator model when you purchase yourvariable annuity or if after contract issue, by contacting ourAnnuity Service Center. You and your financialrepresentative should determine the model most appropriatefor you based on your financial needs, risk tolerance andinvestment time horizon. You may request to discontinue theuse of a model by providing a written reallocation request,calling our Annuity Service Center or logging onto ourwebsite.

You may also choose to invest gradually into a PortfolioAllocator model through the DCA program. Please see theDOLLAR COST AVERAGING PROGRAM above.

You may only invest in one Portfolio Allocator model at atime. Participation in this program requires that you invest100% of your initial Purchase Payment and subsequentPurchase Payment(s) in the same Portfolio Allocator Model.If you: 1) attempt to allocate a portion of your PurchasePayment outside of your elected Portfolio Allocator model,or 2) if you invest in any Variable Portfolios in addition toinvestment in a Portfolio Allocator model under thisprogram, such an investment may no longer be consistentwith the Portfolio Allocator model’s intended objectives andtherefore, will effectively terminate your election of thePolaris Portfolio Allocator Model. If your election of thePolaris Portfolio Allocator Model is terminated, yourinvestment will remain allocated to the same VariablePortfolios and in the same amounts as before the programwas terminated; however, your investment will no longer bedeemed to be in a Polaris Portfolio Allocator Model.

You may request withdrawals, as permitted by yourcontract, which will be taken proportionately from each ofthe allocations in the selected Portfolio Allocator modelunless otherwise indicated in your withdrawal instructions. Ifyou choose to make a non-proportional withdrawal from theVariable Portfolios in the Portfolio Allocator model, yourinvestment may no longer be consistent with the PortfolioAllocator model’s intended objectives and therefore, willeffectively terminate your participation in the program.Withdrawals may be subject to a withdrawal charge.Withdrawals may also be taxable and a 10% IRS penaltymay apply if you are under age 59½.

You can transfer 100% of your investment from onePortfolio Allocator model to another Portfolio Allocatormodel at any time; you will be transferred into the mostcurrent model available in your contract. As a result of atransfer, we will automatically update your allocationinstructions on file with respect to subsequent PurchasePayments and DCA target allocation instructions, ifapplicable, and we will automatically update your AutomaticAsset Rebalancing Program instructions to reflect your newinvestment. Please see DOLLAR COST AVERAGINGPROGRAM above and AUTOMATIC ASSETREBALANCING PROGRAM below.

A subsequent Purchase Payment will be invested in thesame Portfolio Allocator model as your current investmentunless we receive different instructions from you. Youshould consult with your financial representative todetermine if you should update your allocation instructions,DCA target allocation instructions and/or Automatic AssetRebalancing Program instructions on file when you make asubsequent Purchase Payment.

Rebalancing the Models

You can elect to have your investment in the PortfolioAllocator models rebalanced quarterly, semi-annually, orannually to maintain the target asset allocation among theVariable Portfolios of the model you selected. If you chooseto make investments outside of a Portfolio Allocator model,only those Variable Portfolios within the Portfolio Allocatormodel you selected will be rebalanced. Investments in otherVariable Portfolios not included in the Portfolio Allocatormodel cannot be rebalanced if you wish to maintain yourcurrent Portfolio Allocator model allocations.

Over time, the Portfolio Allocator model you select may nolonger align with its original investment objective due to theeffects of Variable Portfolio performance and changes in theVariable Portfolio’s investment objectives. Therefore, if youdo not elect to have your investment in the PortfolioAllocator model rebalanced at least annually, then yourinvestment may no longer be consistent with the PortfolioAllocator model’s intended objectives. In addition, yourinvestment goals, financial situation and risk tolerance maychange over time. You should consult with your financialrepresentative about how to keep your Portfolio Allocatormodel’s allocations in line with your investment goals.Finally, changes in investment objectives or management ofthe Underlying Funds in the models may mean that, overtime, the models no longer are consistent with their originalinvestment goals.

If you elect an optional Living Benefit, you may elect amodel that complies with the investment requirements of theoptional Living Benefit and your model will be rebalancedquarterly. Please see OPTIONAL LIVING BENEFITSbelow.

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Important Information about the Polaris PortfolioAllocator Program

The Portfolio Allocator models are not intended asinvestment advice about investing in the Variable Portfolios,and we do not provide investment advice regarding whethera Portfolio Allocator model should be revised or whether itremains appropriate to invest in accordance with anyparticular Portfolio Allocator model.

The Polaris Portfolio Allocator program does not guaranteegreater or more consistent returns. Future market and assetclass performance may differ from the historicalperformance upon which the Portfolio Allocator models mayhave been built. Also, allocation to a single asset class mayoutperform a model, so that you could have betterinvestment returns investing in a single asset class than in aPortfolio Allocator model. However, such a strategy mayinvolve a greater degree of risk because of the concentrationof similar securities in a single asset class. Further, therecan be no assurance that any Variable Portfolio chosen for aparticular Portfolio Allocator model will perform well or thatits performance will closely reflect that of the asset class itis designed to represent.

The Portfolio Allocator models represent suggestedallocations that are provided to you as general guidance.You should work with your financial representative indetermining if one of the Portfolio Allocator models meetsyour financial needs, investment time horizon, and isconsistent with your risk tolerance level. Informationconcerning the specific Portfolio Allocator models can beobtained from your financial representative.

Polaris Portfolio Allocator Models(effective May 2, 2016)

Variable Portfolios Model 1 Model 2 Model 3 Model 4

American Funds Global Growth SAST 2.0% 3.0% 4.0% 6.0%

American Funds Growth-Income SAST 0.0% 0.0% 1.0% 4.0%

Blue Chip Growth 2.0% 3.0% 4.0% 4.0%

Capital Appreciation 3.0% 3.0% 4.0% 5.0%

Capital Growth 2.0% 3.0% 3.0% 4.0%

Corporate Bond 10.0% 8.0% 7.0% 1.0%

“Dogs” of Wall Street 3.0% 3.0% 3.0% 5.0%

Emerging Markets 0.0% 1.0% 2.0% 2.0%

Equity Opportunities 3.0% 4.0% 4.0% 6.0%

Foreign Value 3.0% 3.0% 3.0% 4.0%

Global Bond 4.0% 4.0% 2.0% 2.0%

Government and Quality Bond 8.0% 8.0% 7.0% 2.0%

Growth-Income 6.0% 7.0% 8.0% 8.0%

High-Yield Bond 4.0% 3.0% 2.0% 0.0%

International Diversified Equities 3.0% 3.0% 4.0% 5.0%

Invesco V.I. Comstock Fund, Series IIShares 5.0% 5.0% 6.0% 8.0%

Invesco V.I. Growth and Income Fund,Series II Shares 6.0% 7.0% 8.0% 8.0%

Real Estate 0.0% 0.0% 0.0% 1.0%

Real Return 5.0% 3.0% 2.0% 0.0%

SA AB Growth 1.0% 1.0% 1.0% 2.0%

SA JPMorgan MFS Core Bond 17.0% 13.0% 10.0% 5.0%

SA Legg Mason BW Large Cap Value 4.0% 4.0% 4.0% 5.0%

SA Marsico Focused Growth* 0.0% 1.0% 1.0% 2.0%

SA MFS Massachusetts InvestorsTrust 6.0% 6.0% 7.0% 8.0%

Small & Mid Cap Value 1.0% 1.0% 1.0% 2.0%

Small Company Value 0.0% 2.0% 2.0% 1.0%

Ultra Short Bond 2.0% 1.0% 0.0% 0.0%

Total 100% 100% 100% 100%

* If you purchased your contract through Banc of America InvestmentServices, Inc., the Columbia Large Cap Growth Variable Portfolio isused instead of the SA Marsico Focused Growth Variable Portfolio.

The Polaris Portfolio Allocator Models listed above show themost current allocations available for this product. ThePortfolio Allocator models are configured from time to time.Once you invest in a Portfolio Allocator model, thepercentages of your contract value allocated to eachVariable Portfolio within a Portfolio Allocator model will notbe changed by us. If you invested in models in previousyears, your investments, and any subsequent PurchasePayments, will be invested in the same Portfolio Allocatormodel as your current investment and will not be invested inthe Portfolio Allocator models with the most currentallocations specified above unless you provide us withspecific instructions to do so. You should speak with yourfinancial representative about how to keep the VariablePortfolio allocations in each Portfolio Allocator model in linewith your investment goals over time.

We reserve the right to change the Variable Portfoliosand/or allocations to certain Variable Portfolios in each

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model to the extent that Variable Portfolios are liquidated,substituted, merged or otherwise reorganized.

We reserve the right to modify, suspend or terminatethe Polaris Portfolio Allocator Program at any time andwe will notify you prior to exercising that right. In theevent of modification, we will administer the programaccording to the parameters of the modification. In theevent of suspension or termination of the program, yourinvestment will remain in the same Variable Portfoliosand in the same amounts as before the program wassuspended or terminated; however, your investment willno longer be deemed to be in a Portfolio Allocatormodel.

TRANSFERS DURING THE ACCUMULATION PHASE

Subject to our rules, restrictions and policies describedbelow, during the Accumulation Phase you may transferfunds between the Variable Portfolios and/or any availableFixed Accounts, subject to the Company’s and theUnderlying Funds’ short term trading policies, by telephone(800) 445-7862, through the Company’s website(www.aig.com/annuities), by U.S. Mail addressed to ourAnnuity Service Center, P.O. Box 15570, Amarillo, Texas79105-5570 or by facsimile. All transfer instructionssubmitted via facsimile must be sent to (818) 615-1543;otherwise they will not be considered received by us. Wemay accept transfers by telephone or the Internet unless youtell us not to on your contract application. If your contractwas issued in the state of New York, we may accepttransfers by telephone if you complete and send theTelephone Transfer Agreement form to our Annuity ServiceCenter. When receiving instructions over the telephone orthe Internet, we have procedures to provide reasonableassurance that the transactions executed are genuine. Thus,we are not responsible for any claim, loss or expense fromany error resulting from instructions received over thetelephone or the Internet. If we fail to follow ourprocedures, we may be liable for any losses due tounauthorized or fraudulent instructions.

We cannot guarantee that we will be able to accepttelephone, fax and/or internet transfer instructions at alltimes. Any telephone, fax or computer system, whether it isyours, your broker-dealer’s, or ours, can experience outagesor delays for a variety of reasons and may prevent ourprocessing of your transfer request. We reserve the right tomodify, suspend or terminate telephone, fax and/or internettransfer privileges at any time. If telephone, fax and/orinternet access is unavailable, you must make your transferrequest in writing by U.S. Mail to our Annuity ServiceCenter.

Any transfer request will be priced as of the day it isreceived by us in Good Order if the request is receivedbefore Market Close. If the transfer request is received afterMarket Close, the request will be priced as of the nextNYSE business day.

Funds already in your contract cannot be transferred intothe DCA Fixed Accounts.

You must transfer at least $100 per transfer. If less than$100 remains in any Variable Portfolio or Fixed Accountafter a transfer, that amount must be transferred as well.

There is no charge for your first 15 transfers. We chargefor transfers in excess of 15 in any contract year. The fee is$25 for each transfer exceeding this limit. Transfersresulting from your participation in the DCA or AutomaticAsset Rebalancing programs are not counted towards thenumber of free transfers per contract year.

Short-Term Trading Policies

We do not want to issue this variable annuity contract tocontract owners engaged in frequent trading or tradingstrategies that seek to benefit from short-term pricefluctuations or price inefficiencies in the Variable Portfoliosof this product (“Short-Term Trading”) and we discourageShort-Term Trading as more fully described below.However, we cannot always anticipate if a potential contractowner intends to engage in Short-Term Trading. Short-TermTrading may create risks that may result in adverse effectson investment return of the Underlying Fund in which aVariable Portfolio invests. Such risks may include, but arenot limited to: (1) interference with the management andplanned investment strategies of an Underlying Fund;(2) dilution of the interests in the Underlying Fund due topractices such as “arbitrage”; and/or (3) increasedbrokerage and administrative costs due to forced andunplanned fund turnover. These circumstances may reducethe value of the Variable Portfolio. In addition to negativelyimpacting the Owner, a reduction in contract value may alsobe harmful to Annuitants and/or Beneficiaries.

We have adopted the following administrative procedures todiscourage Short-Term Trading which are summarizedbelow.

The first 15 transfers in a rolling 12-month look-back period(“12-Month Rolling Period”) can be made by telephone,through the Company’s website, or in writing by mail or byfacsimile. The 15th transfer in a 12-Month Rolling Periodtriggers the U.S. Mail method of transfer. Therefore, onceyou make the 15th transfer in a 12-Month Rolling Period,all transfers must be submitted by United States PostalService first-class mail (“U.S. Mail”) for 12-monthsfollowing the date of the 15th transfer (“Standard U.S. MailPolicy”).

For example, if you made a transfer on August 17, 2016and within the previous twelve months (from August 18,2015 forward) you made 15 transfers including theAugust 17th transfer, then all transfers made for twelvemonths after August 17, 2016 must be submitted byU.S. Mail (from August 18, 2016 through August 17,2017).

U.S. Mail includes any postal service delivery method thatoffers delivery no sooner than United States Postal Service

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first-class mail, as determined in the Company’s solediscretion. We will not accept transfer requests sent by anyother medium except U.S. Mail during this 12-month period.Transfer requests required to be submitted by U.S. Mail canonly be cancelled by a written request sent by U.S. Mailwith the appropriate paperwork received prior to theexecution of the transfer.

All transfers made on the same day prior to Market Closeare considered one transfer request for purposes of applyingthe Short-Term Trading policy and calculating the numberof free transfers. Transfers resulting from your participationin the DCA or Automatic Asset Rebalancing programs arenot included for the purposes of determining the number oftransfers before applying the Standard U.S. Mail Policy.

We apply the Standard U.S. Mail Policy uniformly andconsistently to all contract owners except for omnibus groupcontracts as described below.

We believe that the Standard U.S. Mail Policy is a sufficientdeterrent to Short-Term Trading. However, we may becomeaware of transfer patterns among the Variable Portfoliosand/or Fixed Accounts which appear to be Short-TermTrading or otherwise detrimental to the Variable Portfoliosbut have not yet triggered the limitations of the StandardU.S. Mail Policy described above. If such transfer activitycomes to our attention, we may require you to adhere to ourStandard U.S. Mail Policy prior to reaching the specifiednumber of transfers (“Accelerated U.S. Mail Policy”). Tothe extent we become aware of Short-Term Tradingactivities which cannot be reasonably controlled solely by theStandard U.S. Mail Policy or the Accelerated U.S. MailPolicy, we reserve the right to evaluate, in our solediscretion, whether to: (1) impose further limits on the size,manner, number and/or frequency of transfers you canmake; (2) impose minimum holding periods; (3) reject anyPurchase Payment or transfer request; (4) terminate yourtransfer privileges; and/or (5) request that you surrenderyour contract. We will notify you in writing if your transferprivileges are modified, suspended or terminated. Inaddition, we reserve the right not to accept or otherwiserestrict transfers from a third party acting for you and notto accept pre-authorized transfer forms.

Some of the factors we may consider when determiningwhether to accelerate the Standard U.S. Mail Policy, rejecttransfers or impose other conditions on transfer privilegesinclude:

(1) the number of transfers made in a defined period;

(2) the dollar amount of the transfer;

(3) the total assets of the Variable Portfolio involved inthe transfer and/or transfer requests thatrepresent a significant portion of the total assets ofthe Variable Portfolio;

(4) the investment objectives and/or asset classes ofthe particular Variable Portfolio involved in yourtransfers;

(5) whether the transfer appears to be part of apattern of transfers to take advantage ofshort-term market fluctuations or marketinefficiencies;

(6) the history of transfer activity in the contract or inother contracts we may offer; and/or

(7) other activity, as determined by us, that creates anappearance, real or perceived, of Short-TermTrading or the possibility of Short-Term Trading.

Notwithstanding the administrative procedures above, thereare limitations on the effectiveness of these procedures. Ourability to detect and/or deter Short-Term Trading is limitedby operational systems and technological limitations, as wellas our ability to predict strategies employed by contractowners (or those acting on their behalf) to avoid detection.We cannot guarantee that we will detect and/or deter allShort-Term Trading and it is likely that some level ofShort-Term Trading will occur before it is detected andsteps are taken to deter it. To the extent that we are unableto detect and/or deter Short-Term Trading, the VariablePortfolios may be negatively impacted as described above.Additionally, the Variable Portfolios may be harmed bytransfer activity related to other insurance companies and/orretirement plans or other investors that invest in shares ofthe Underlying Fund. Moreover, our ability to deterShort-Term Trading may be limited by decisions by stateregulatory bodies and court orders which we cannot predict.You should be aware that the design of our administrativeprocedures involves inherently subjective decisions which weattempt to make in a fair and reasonable manner consistentwith the interests of all Owners of this contract. We do notenter into agreements with contract owners whereby wepermit or intentionally disregard Short-Term Trading.

The Standard and Accelerated U.S. Mail Policies are applieduniformly and consistently to contract owners utilizing thirdparty trading services/strategies performing asset allocationservices for a number of contract owners at the same time.You should be aware that such third party trading servicesmay engage in transfer activities that can also bedetrimental to the Variable Portfolios, including tradingrelatively large groups of contracts simultaneously. Thesetransfer activities may not be intended to take advantage ofshort-term price fluctuations or price inefficiencies. However,such activities can create the same or similar risks asShort-Term Trading and negatively impact the VariablePortfolios as described above.

Omnibus group contracts may invest in the same UnderlyingFunds available in your contract but on an aggregate, notindividual basis. Thus, we have limited ability to detectShort-Term Trading in omnibus group contracts and theStandard U.S. Mail Policy does not apply to these contracts.Our inability to detect Short-Term Trading may negativelyimpact the Variable Portfolios as described above.

We reserve the right to modify the policies andprocedures described in this section at any time. To the

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extent that we exercise this reservation of rights, we will doso uniformly and consistently unless we disclose otherwise.

Underlying Funds’ Short-Term Trading Policies

Please note that the Underlying Funds have their ownpolicies and procedures with respect to frequent purchasesand redemptions of their respective shares which may bemore or less restrictive than ours. We reserve the right toenforce these Underlying Fund policies and procedures,including, but not limited to, the right to collect aredemption fee on shares of the Underlying Fund if imposedby such Fund’s Board of Trustees/Directors. As of the dateof this prospectus, none of the Underlying Funds impose aredemption fee. We also reserve the right to reject, with orwithout prior notice, any purchase, transfer or allocation intoa Variable Portfolio if the corresponding Underlying Fundwill not accept such purchase, transfer or allocation for anyreason. The prospectuses for the Underlying Funds describethese procedures, which may be different among UnderlyingFunds and may be more or less restrictive than our policiesand procedures.

Under rules adopted by the Securities and ExchangeCommission, we also have written agreements with theUnderlying Funds that obligate us to, among other things,provide the Underlying Funds promptly upon request certaininformation about you (e.g., your social security number)and your trading activity. In addition, we are obligated toexecute instructions from the Underlying Funds to restrictor prohibit further purchases or transfers in an UnderlyingFund under certain circumstances.

Many investments in the Underlying Funds outside of thesecontracts are omnibus orders from intermediaries such asother separate accounts or retirement plans. If anUnderlying Fund’s policies and procedures fail tosuccessfully detect and discourage Short-Term trading, theremay be a negative impact to the owners of the UnderlyingFund. If an Underlying Fund believes that an omnibus orderwe submit may reflect transfer requests from ownersengaged in Short-Term Trading, the Underlying Fund mayreject the entire omnibus order and delay or prevent us fromimplementing your transfer request.

Transfers During the Income Phase

During the Income Phase, only one transfer per month ispermitted between the Variable Portfolios. No othertransfers are allowed during the Income Phase. Transferswill be effected for the last NYSE business day of themonth in which we receive your request for the transfer.

AUTOMATIC ASSET REBALANCING PROGRAM

Market fluctuations may cause the percentage of yourinvestment in the Variable Portfolios to differ from youroriginal allocations. Under the Automatic Asset RebalancingProgram, you may elect to have your investments in theVariable Portfolios and/or Fixed Accounts, if applicable,periodically rebalanced to return your allocations to the

percentages given at your last instructions for no additionalcharge. If you make a transfer, you must provide updatedrebalancing instructions. If you do not provide newrebalancing instructions at the time you make such transfer,we will change your ongoing rebalancing instructions toreflect the percentage allocations among the new VariablePortfolios and/or Fixed Accounts, if applicable, resultingfrom your transfer which will replace any previousrebalancing instructions you may have provided (“DefaultRebalancing Instructions”). You may change any applicableDefault Rebalancing Instructions at any time by contactingthe Annuity Service Center.

Automatic Asset Rebalancing typically involves shifting aportion of your money out of investment options which hadhigher returns into investment options which had lowerreturns. At your request, rebalancing occurs on a quarterly,semiannual or annual basis. Transfers resulting from yourparticipation in this program are not counted against thenumber of free transfers per contract year. If you elect anoptional living benefit with investment requirements, we willautomatically enroll you in the Automatic Asset RebalancingProgram with quarterly rebalancing. Please seeOPTIONAL LIVING BENEFITS below.

Upon notification of your death, we will terminate theAutomatic Asset Rebalancing Program unless yourBeneficiary instructs us otherwise. However, automatic assetrebalancing will continue if it is a requirement of an optionalliving benefit that remains in effect pursuant to yourSpousal Beneficiary’s election of Spousal Continuation.

We reserve the right to modify, suspend or terminatethe Automatic Asset Rebalancing Program at any timeand we will notify you prior to exercising that right. Inthe event of modification, we will administer theprogram according to the parameters of themodification. In the event of suspension or terminationof the program, we will no longer administer theprogram and your investments will no longer berebalanced.

RETURN PLUS PROGRAM

The Return Plus program, available only if we are offeringmulti-year Fixed Accounts and available for no additionalcharge, allocates your investment strategically between theFixed Accounts and Variable Portfolios. You decide howmuch you want to invest and approximately when you wanta return of Purchase Payments. We calculate how much ofyour Purchase Payment to allocate to the particular FixedAccount to ensure that it grows to an amount equal to yourtotal Purchase Payment invested under this program. Weinvest the rest of your Purchase Payment in the VariablePortfolio(s) according to your allocation instructions.

Example of Return Plus Program:

Assume that you want to allocate a portion of yourinitial Purchase Payment of $100,000 to a multi-yearFixed Account. You want the amount allocated to the

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multi-year Fixed Account to grow to $100,000 in3 years. If the 3-year Fixed Account is offering a 4%interest rate, Return Plus will allocate $88,900 to the3-year Fixed Account to ensure that this amount willgrow to $100,000 at the end of the 3-year period. Theremaining $11,100 may be allocated among the VariablePortfolios according to your allocation instructions.

We reserve the right to modify, suspend or terminatethe Return Plus program at any time.

VOTING RIGHTS

The Company is the legal owner of the Trusts’ shares.However, when an Underlying Fund solicits proxies inconjunction with a shareholder vote, we must obtain yourinstructions on how to vote those shares. We vote all of theshares we own in proportion to your instructions. Thisincludes any shares we own on our own behalf. As a resultof this proportionate voting, the vote of a small number ofcontract owners can determine the outcome of a vote.Should we determine that we are no longer required to votein the manner described above, we will vote the shares inour own right.

ACCESS TO YOUR MONEY

You can access money in your contract by making asystematic, partial, or total withdrawal (surrender), and/orby receiving annuity income payments during the IncomePhase. Please see ANNUITY INCOME OPTIONS below.Any request for withdrawal will be priced as of the day it isreceived by us in Good Order at the Annuity Service Center,if the request is received before Market Close. If the requestfor withdrawal is received after Market Close, the requestwill be priced as of the next NYSE business day.

We deduct a withdrawal charge applicable to any partial ortotal withdrawal made before the end of the withdrawalcharge period.

If you have elected an optional Living Benefit and you takethe Maximum Annual Withdrawal Amount, you may stilltake an additional amount under the Free Withdrawalprovision without incurring a withdrawal charge. However,the additional amount of the Withdrawal that exceeds theMaximum Annual Withdrawal Amount that may beconsidered a Free Withdrawal will be treated as an ExcessWithdrawal for purposes of calculating your Income Base,Income Credit Base and future income payments. Pleasesee OPTIONAL LIVING BENEFITS below.

FREE WITHDRAWAL AMOUNT

Your contract provides for a free withdrawal amount eachyear. A free withdrawal amount, as defined below, is theportion of your contract that we allow you to take out eachyear without being charged a withdrawal charge at the timeof the withdrawal if it is taken during the withdrawalcharge period. The free withdrawal amount does not reduce

the basis used to calculate future annual free withdrawalsand withdrawal charges. As a result, if you fullysurrender your contract in the future while withdrawalcharges are still applicable, you will not receive thebenefit of any previously withdrawn free withdrawalsor any withdrawals subject to minimum distributionrequirements upon a full surrender for the purposes ofcalculating the withdrawal charge.

Withdrawals of Purchase Payments made prior to the end ofthe withdrawal charge schedule that are in excess of yourfree withdrawal amount will result in a withdrawal charge.Before purchasing this contract, you should consider theeffect of withdrawal charges on your investment if you needto withdraw more money than the annual free withdrawalamount during the withdrawal charge period. You shouldfully discuss this decision with your financial representative.

To determine your free withdrawal amount and yourwithdrawal charge, we refer to two special terms:“penalty-free earnings” and “total invested amount.”

Penalty-free earnings are equal to your contract value lessyour total invested amount and may be withdrawn free of awithdrawal charge at any time, including upon a fullsurrender of your contract. Purchase Payments that are nolonger subject to a withdrawal charge and not previouslywithdrawn may also be withdrawn free of a withdrawalcharge at any time. The total invested amount is the sum ofall Purchase Payments less portions of prior withdrawalsthat reduce your total invested amount as follows:

• Free withdrawals in any year that were in excess ofyour penalty-free earnings and were based on theportion of the total invested amount that was nolonger subject to withdrawal charges at the time ofthe withdrawal; and

• Any prior withdrawals (including withdrawalcharges applicable to those withdrawals) of thetotal invested amount on which you already paid awithdrawal charge.

When you make a withdrawal, we deduct it frompenalty-free earnings first, any remaining penalty-freewithdrawal amount, and then from the total investedamount on a first-in, first-out basis. This means that youcan also access your Purchase Payments, which are nolonger subject to a withdrawal charge before those PurchasePayments, which are still subject to the withdrawal charge.

If you elect an optional living benefit that offers MaximumAnnual Withdrawal Amounts, during the first contract year,your free withdrawal amount is the greatest of:

(1) your penalty-free earnings; or

(2) if you are participating in the SystematicWithdrawal program, a total of 10% of your totalinvested amount; or

(3) the Maximum Annual Withdrawal Amount allowedunder the living benefit you elected.

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If you elect an optional living benefit that offers MaximumAnnual Withdrawal Amounts, after the first contract year,your free withdrawal amount is the greatest of (1), (2) or(3) plus any portion of your total invested amount nolonger subject to a withdrawal charge:


(2) 10% of the portion of your total invested amountthat has been in your contract for at least one yearand still subject to a withdrawal charge; or

(3) the Maximum Annual Withdrawal Amount allowedunder the living benefit you elected.

If you do not elect an optional living benefit that offersMaximum Annual Withdrawal Amounts, the provisionsbelow describe your free withdrawal amount.

During the first contract year, your free withdrawal amountis the greater of:


(2) if you are participating in the SystematicWithdrawal program, a total of 10% of your totalinvested amount; or

After the first contract year, your free withdrawal amount isthe greater of (1) or (2) plus any portion of your totalinvested amount no longer subject to a withdrawal charge:


(2) 10% of the portion of your total invested amountthat has been in your contract for at least one yearand still subject to a withdrawal charge.

Amounts withdrawn free of a withdrawal charge under the10% provision do not reduce the amount you invested forpurposes of calculating the withdrawal charge andpenalty-free earnings. As a result, if you surrender yourcontract in the future and withdrawal charges are stillapplicable, any previous free withdrawals under the 10%provision would then be subject to applicable withdrawalcharges. We calculate charges upon surrender of thecontract on the day after we receive your request and yourcontract. We return to you your contract value less anyapplicable fees and charges.

If you participate in the Polaris Rewards program, you willnot receive any deferred Payment Enhancement if you fullywithdraw a Purchase Payment or if you surrender yourcontract prior to the corresponding Deferred PaymentEnhancement Date.

Although we do not assess a withdrawal charge when youtake a 10% free withdrawal of the total invested amount wewill proportionally reduce the amount of any correspondingDeferred Payment Enhancement. Please see POLARISREWARDS PROGRAM above.

The withdrawal charge percentage is determined by thenumber of years the Purchase Payment has been in thecontract at the time of the withdrawal. Please seeEXPENSES below. For the purpose of calculating the

withdrawal charge if you are surrendering your contract,any prior free withdrawal amount in the current contractyear is not subtracted from the total Purchase Paymentsstill subject to withdrawal charges.

For example, you make an initial Purchase Payment of$100,000. For purposes of this example we will assume a0% growth rate over the life of the contract, no subsequentPurchase Payments and no election of optional features, ifapplicable. In contract year 2, you take out your maximumfree withdrawal of $10,000. After that free withdrawal yourcontract value is $90,000. In the 3rd contract year, yourequest a total withdrawal of your contract. We will applythe following calculation:

A–(B × C)=D, where:

A=Your contract value at the time of your request forwithdrawal ($90,000)

B=The amount of your Purchase Payments still subjectto withdrawal charge ($100,000)

C=The withdrawal charge percentage applicable to theage of each Purchase Payment (assuming 5% is theapplicable percentage) [B × C=$5,000]

D=Your full contract value ($85,000) available for totalwithdrawal

If you surrender your contract, we may also deduct anypremium taxes, if applicable. Please see EXPENSESbelow.

Under most circumstances, the minimum amount you canwithdraw is $1,000. We require that the value left in anyVariable Portfolio or available Fixed Account be at least$100 after the withdrawal, and your total contract valuemust be at least $500. The request for withdrawal must bein writing and sent to the Annuity Service Center. Forwithdrawals of $500,000 and more, you are required toinclude a signature guarantee issued by your broker-dealerwhich verifies the validity of your signature. Unless youprovide us with different instructions, partial withdrawalswill be made proportionately from each Variable Portfolioand the Fixed Account in which you are invested. In theevent that a proportionate partial withdrawal would causethe value of any Variable Portfolio, Fixed Account or DCAFixed Account investment to be less than $100, we willcontact you to obtain alternate instructions on how tostructure the withdrawal.

Withdrawals made prior to age 59½ may result in a 10%IRS penalty tax. Please see TAXES below. Under certainQualified plans, access to the money in your contract maybe restricted.

We may be required to suspend or postpone the payment ofa withdrawal for any period of time when: (1) the NYSE isclosed (other than a customary weekend and holidayclosings); (2) trading with the NYSE is restricted; (3) anemergency exists such that disposal of or determination ofthe value of shares of the Variable Portfolios is not

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reasonably practicable; (4) the SEC, by order, so permitsfor the protection of contract owners.

Additionally, we reserve the right to defer payments for awithdrawal from a Fixed Account for up to six months.

SYSTEMATIC WITHDRAWAL PROGRAM

During the Accumulation Phase, you may elect to receiveperiodic withdrawals under the Systematic Withdrawalprogram for no additional charge. Under the program, youmay choose to take monthly, quarterly, semi-annual orannual payments from your contract. Electronic transfer ofthese withdrawals to your bank account is also available.The minimum amount of each withdrawal is $100. Theremust be at least $500 remaining in your contract at alltimes, or withdrawals may be discontinued. Withdrawalsmay be taxable and a 10% federal penalty tax may apply ifyou are under age 59½. A withdrawal charge may apply ifthe amount of the periodic withdrawals in any year exceedsthe free withdrawal amount permitted each year. Please seeACCESS TO YOUR MONEY above and see EXPENSESbelow.

Please contact our Annuity Service Center which can providethe necessary enrollment forms.

Upon notification of your death, we will terminate theSystematic Withdrawal program unless your Beneficiaryinstructs us otherwise.

We reserve the right to modify, suspend or terminatethe Systematic Withdrawal program at any time and wewill notify you prior to exercising that right.

NURSING HOME WAIVER

If you are confined to a nursing home for 60 days or longer,we may waive the withdrawal charge on certain withdrawalsprior to the Annuity Date. The waiver applies only towithdrawals made during the confinement period while youare in a nursing home or within 90 days after you leave thenursing home. You cannot use this waiver during the first90 days after your contract is issued. In addition, theconfinement period for which you seek the waiver mustbegin after you purchase your contract. We will only waivethe withdrawal charges on withdrawals or surrenders paiddirectly to the contract owner, and not to a third party orother financial services company.

In order to use this waiver, you must submit with yourwithdrawal request to the Annuity Service Center, thefollowing documents: (1) a doctor’s note recommendingadmittance to a nursing home; (2) an admittance formwhich shows the type of facility you entered; and (3) a billfrom the nursing home which shows that you met the60-day confinement requirement.

MINIMUM CONTRACT VALUE

Where permitted by state law, we may terminate yourcontract if both of the following occur: (1) your contractvalue is less than $500 as a result of withdrawals; and

(2) you have not made any Purchase Payments during thepast three years. We will provide you with sixty dayswritten notice that your contract is being terminated. At theend of the notice period, we will distribute the contract’sremaining value to you.

QUALIFIED CONTRACT OWNERS

Certain Qualified plans restrict and/or prohibit your abilityto withdraw money from your contract. Please see TAXESbelow for a more detailed explanation.

OPTIONAL LIVING BENEFITS

None of the living benefits described below are available forelection.

Effective January 15, 2016, if you have elected a livingbenefit feature, we will not accept subsequent PurchasePayments on or after the 5th contract anniversary fromyour contract issue date. If you elected a living benefitfeature, you may not establish an automatic subsequentpurchase payment plan, and any current payment plan hasbeen terminated.

MARKETLOCK INCOME PLUS AND MARKETLOCKFOR LIFE PLUS

The MarketLock Income Plus living benefit may varydepending on when you purchased your contract, please seedetails below. The MarketLock For Life Plus living benefitmay vary depending on the option you elected when youpurchased your contract, please see details below.

MarketLock Income Plus and MarketLock For Life Plus areoptional guaranteed minimum withdrawal features, availablefor an additional fee. The features are designed to help youcreate a guaranteed income stream that may last as long asyou live, or as long as you or your spouse live, even if theentire value of your contract has been reduced to zero,provided withdrawals taken are within the parameters of thefeature elected. These features may offer protection in theevent your contract value declines due to unfavorableinvestment performance, certain withdrawal activity, if youlive longer than expected or any combination of thesefactors. You may not need to rely on the feature as its valueis dependent on your contract’s performance, yourwithdrawal activity and your longevity.

MarketLock Income Plus and MarketLock For Life Plusoffer guaranteed lifetime income plus the opportunity to lockin the greater of investment gains or an annual IncomeCredit (previously referred to as “Bonus”).

These features may not be appropriate if you plan to makeongoing Purchase Payments, such as with contributoryIRA’s or other tax-qualified plans. The features guaranteethat only certain Purchase Payments received during thecontract’s first five years are included in the Income Base(previously referred to as “Benefit Base”).

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Please remember that all withdrawals, including withdrawalstaken under these features, reduce your contract value andyour death benefit and may reduce other benefits under thecontract. In addition, withdrawals under these features willreduce the free withdrawal amount and may be subject toapplicable withdrawal charges if withdrawals taken are inexcess of the Maximum Annual Withdrawal Amount, asdefined below. The sum of withdrawals in any contract yearup to the Maximum Annual Withdrawal Amount will not beassessed a withdrawal charge.

In addition, any withdrawals taken may be subject to a 10%IRS tax penalty if you are under age 59½ at the time of thewithdrawal. For information about how the features aretreated for income tax purposes, you should consult aqualified tax advisor concerning your particularcircumstances. If you must take required minimumdistributions and want to ensure that these withdrawals arenot considered Excess Withdrawals, as defined below, yourdistributions must be set up on the automated monthlyminimum distribution withdrawal program administered byour Annuity Service Center. In addition, if you have aQualified contract, tax law and the terms of the plan mayrestrict withdrawal amounts.

These optional living benefits are designed for individualsand spouses. Thus, if a contract is owned by non-spousaljoint Owners, Domestic Partners or Same-Sex Spouses whojointly own a contract and either Owner dies, the fullcontract value must be paid within 5 years of death, incompliance with the IRC, after which time the contractterminates. Accordingly, the surviving Owner may notreceive the full benefit of the living benefit.

You may have elected MarketLock Income Plus or any ofthe MarketLock For Life Plus options and you may havechosen to have the feature cover only your life or the livesof both you and your spouse. We refer to the person orpersons whose lifetime withdrawals are guaranteed underthe features as the “Covered Person(s).” If the contract isnot owned by a natural person, references to Owner(s)apply to the Annuitant(s). To elect one of these features,Covered Persons must have met the age requirement. Theage requirement varies depending on the type of contractyou purchased, when the contract was issued(1) and thenumber of Covered Persons. The tables below provide theage requirements for the features.

If you elect one Covered Person(1):

Covered Person

MinimumAge

MaximumAge(2)

One Owner 45 80

Joint Owners(based on the age of the

older Owner) 45 80

If you elect two Covered Persons(1):

Covered Person #1 Covered Person #2

MinimumAge

MaximumAge(2)

MinimumAge

MaximumAge(2)

Non-Qualified:Joint Owners 45 80 45 85

Non-Qualified:One Owner with

Spousal Beneficiary 45 80 45 N/A(3)

Qualified:One Owner with


(1) If you elected MarketLock For Life Plus +6%Option and you purchased your contract prior toNovember 19, 2007, references to age 45 aboveare replaced with age 50 and references to age 80above are replaced with age 75. References to age85 remain unchanged.

(2) The age requirements for optional death benefitsand other optional features may be different thanthose listed here. You must meet the agerequirement for those features in order to electthem.

(3) The age requirement is based solely on the singleowner for purposes of issuing the contract with thefeature. The spousal beneficiary’s age is notconsidered in determining the maximum issue ageof the second Covered Person.

How do MarketLock Income Plus and MarketLock For LifePlus work?

MarketLock Income Plus and MarketLock For Life Pluslock-in the greater of two values in determining the IncomeBase. The Income Base determines the basis of the CoveredPerson(s)’ guaranteed lifetime benefit which may be takenin a series of withdrawals. Each consecutive one-year periodstarting from the Effective Date is considered a BenefitYear. A new Income Base is automatically locked in on eachBenefit Year anniversary during the Income Base EvaluationPeriod (initially, the first 5 years if you elected MarketLockIncome Plus, the first 5 years if you elected MarketLock ForLife Plus on or after May 1, 2009 or the first 10 years ifyou elected MarketLock For Life Plus prior to May 1,2009) following the Effective Date based on the greater of(1) the highest Anniversary Value, or (2) the Income Baseincreased by any available Income Credit, as defined below.

You may elect to extend the Income Base Evaluation Periodand the Income Credit Period for additional periods. Pleasesee “Can I extend the Income Base Evaluation Periodand Income Credit Period?” below.

Is there an additional guarantee if I delay takingwithdrawals?

Yes, depending on which feature you elect and when youelected the feature, there is an additional guarantee if youdelay taking withdrawals.

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If you elected MarketLock Income Plus or MarketLock ForLife Plus on or after May 1, 2009 and you do not take anywithdrawals before the 12th Benefit Year anniversaryfollowing the Effective Date, the Income Base will beincreased to equal at least 200% of your first Benefit Year’sEligible Purchase Payments (“Minimum Income Base”).You do not need to elect extensions of the Income BaseEvaluation Period in order to be eligible to receive theMinimum Income Base.

If you elected MarketLock Income Plus or MarketLock ForLife Plus +7% prior to May 1, 2009 and you do not takeany withdrawals before the 10th Benefit Year anniversaryfollowing the Effective Date, the Income Base will beincreased to equal at least 200% or your first Benefit Year’sEligible Purchase Payments (Minimum Income Base”). Youdo not need to elect extensions of the Income BaseEvaluation Period in order to be eligible to receive theMinimum Income Base.

What determines the maximum amount of withdrawals Ican withdraw each year?

The Maximum Annual Withdrawal Percentage representsthe percentage of your Income Base used to calculate theMaximum Annual Withdrawal Amount that you maywithdraw each year without reducing the Income Base andthe Income Credit Base, if applicable. The Maximum AnnualWithdrawal Percentage is determined by the age of theCovered Person(s) at the time of the first withdrawal asshown in the tables below and varies depending on thefeature you elected and when your contract was issued.

One Covered Person — MarketLock Income Plus(contracts issued on or after 5/1/09)

If the feature is elected to cover one life but the contract isjointly owned, then the Covered Person must be the olderOwner and the following is applicable:

Age of the Covered Person atTime of First Withdrawal

Maximum AnnualWithdrawal Percentage

Prior to 65th birthday 4% of Income Base

On or after 65th birthday 5% of Income Base

Two Covered Persons — MarketLock Income Plus(contracts issued on or after 5/1/09)

If the feature is elected to cover two lives, the following isapplicable:

Age of the Younger Covered Person orSurviving Covered Person at

Time of First WithdrawalMaximum Annual

Withdrawal Percentage

Prior to 65th birthday 4% of Income Base

On or after 65th birthday 4.75% of Income Base

One Covered Person — MarketLock For Life Plus(contracts issued on or after 5/1/09)




At least age 45 but prior to 65th birthday 4% of Income Base



Two Covered Persons — MarketLock For Life Plus(contracts issued on or after 5/1/09)


Age of the Younger Covered Personat Time of First Withdrawal



At least age 65 but prior to 76th birthday 4.75% of Income Base


One or Two Covered Persons — MarketLock IncomePlus (contracts issued between 5/1/08 and 4/30/09)* If there is One Covered Person but there are joint Owners, the

Covered Person is the older Owner. If there are Two CoveredPersons, the age of the first withdrawal is based on the age ofthe younger of the Two Covered Persons.

Age of the Covered Person atTime of First Withdrawal*


Prior to 62nd birthday 4% of Income Base

On or after 62nd birthday 5% of Income Base

One or Two Covered Persons — MarketLock For LifePlus (contracts issued between 7/30/07 and 4/30/08)* If there is One Covered Person but there are joint Owners, the




Prior to the 60th birthday 4% of Income Base

At least age 60 but prior to the 76thbirthday 5% of Income Base

On or after the 76th birthday 6% of Income Base

One or Two Covered Persons — MarketLock For LifePlus (contracts issued prior to 7/30/07)* If there is One Covered Person but there are joint Owners, the




Prior to the 65th birthday 4% of Income Base

At least age 65 but prior to the 76thbirthday 5% of Income Base

On or after the 76th birthday 6% of Income Base

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As the original owner, or Continuing Spouse (with a jointlife feature) electing to treat the annuity contract as theirown, of a Qualified plan under this annuity contract, if youare taking required minimum distributions (“RMD”) fromthis contract, and the amount of the RMD (based only onthis contract and using the uniform lifetime table) is greaterthan the Maximum Annual Withdrawal Amount in any givenBenefit Year, no portion of the RMD will be treated as anExcess Withdrawal (defined below). Any portion of awithdrawal in a Benefit Year that is more than the greaterof both the Maximum Annual Withdrawal Amount and theRMD amount (as clarified above) will be considered anExcess Withdrawal. If you must take RMD from thiscontract and want to ensure that these withdrawals are notconsidered Excess Withdrawals under the feature, yourdistributions must be set up on the Systematic WithdrawalProgram administered by our Annuity Service Center. If youare purchasing this contract by transferring from anotherIRA and plan to immediately utilize this feature to satisfyRMD, you should take the current year required withdrawalprior to moving your money to this contract since we canonly provide one RMD withdrawal per contract year (whichmay cross over two tax years). Further, if the RMD basisfor this tax year was calculated by the investment companyfrom which you are transferring your investment and it isgreater than the amount transferred to this contract, wecannot systematically calculate and support the RMD basis.Therefore, you should take the RMD before transferringyour investment. Please see “What are the effects ofwithdrawals on MarketLock Income Plus and MarketLockFor Life Plus?” below.

Are there investment requirements if I elect MarketLockIncome Plus or MarketLock For Life Plus?

Yes, as long as you have not elected to cancel the feature,you must comply with investment requirements by allocatingyour investments as outlined below. You may also use aDCA Fixed Account to comply with investment requirementsby setting up your DCA target allocations in accordancewith the investment requirements outlined below.

MarketLock Income Plus (contracts issued between5/1/08 and 4/30/09) and MarketLock For Life Plus+7% Option

1. Invest 100% in the Ultra Short Bond Portfolio; or

2. Invest 100% in either Polaris Portfolio AllocatorModel 1, 2 or 3; or

3. Invest 100% in one or a combination of thefollowing Asset Allocation Variable Portfolios:American Funds Asset Allocation SAST, AssetAllocation, Balanced (JPM), Franklin Income VIPFund, Franklin Founding Funds Allocation VIPFund, SA MFS Total Return, SunAmerica DynamicAllocation Portfolio and SunAmerica DynamicStrategy Portfolio

MarketLock Income Plus (contracts issued on or after5/1/09), MarketLock For Life Plus (contracts issued onor after 5/1/09) and MarketLock For Life Plus +6%Option (contracts issued prior to 5/1/09)

1. Invest 100% in the Ultra Short Bond Portfolio; or

2. Invest 100% in either Polaris Portfolio AllocatorModel 1, 2 or 3; or

3. Invest 100% in one or a combination of thefollowing Asset Allocation Variable Portfolios:American Funds Asset Allocation SAST, AssetAllocation, Balanced (JPM), Franklin Income VIPFund, Franklin Founding Funds Allocation VIP Fund(MarketLock For Life Plus +6% Option forcontracts issued prior to 5/1/09 only), SA MFSTotal Return, SunAmerica Dynamic AllocationPortfolio and SunAmerica Dynamic StrategyPortfolio; or

4. Invest in accordance with the requirements outlinedin the table below:

InvestmentGroup

InvestmentRequirement

Variable Portfoliosand/or Fixed Accounts

A. Bond,Cashand FixedAccounts

Minimum 20%*Maximum 100%

*(30%, forMarketLockIncome Plus andMarketLock ForLife Plus issuedon or after5/1/09)

Corporate BondGlobal BondGovernment and Quality BondReal ReturnSA JPMorgan MFS Core BondUltra Short PortfolioDCA Fixed Accounts+++6-Month DCA1-Year DCA2-Year DCA (if available)Fixed Accounts1-Year Fixed (if available)

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InvestmentGroup



B. EquityMaximum

Minimum 0%Maximum 80%**

**(70%, forMarketLockIncome Plus andMarketLock ForLife Plus issuedon or after5/1/09)

Aggressive GrowthAmerican Fund Asset Allocation SASTAmerican Funds Global Growth SASTAmerican Funds Growth SASTAmerican Funds Growth-Income SASTAsset AllocationBalancedBalanced (JPM)Blue Chip GrowthCapital AppreciationColumbia VP-Asset Allocation Fund+Columbia VP-Dividend Opportunity

Fund+Columbia VP-Income Opportunities

Fund+Columbia VP-Mid Cap Growth Fund+Columbia VP-Select International Equity

Fund+Conservative Balanced++Conservative Growth“Dogs” of Wall StreetEquity Income Account++Equity OpportunitiesFlexible Income++Foreign ValueFranklin Founding Funds Allocation VIP

FundFranklin Income VIP FundsFundamental GrowthGlobal EquitiesGrowthGrowth-IncomeHigh Yield BondInternational Diversified EquitiesInternational Growth and IncomeInvesco V.I. American Franchise Fund,

Series II SharesInvesco V.I. Comstock Fund, Series II

SharesInvesco V.I. Growth and Income Fund,

Series II SharesLord Abbett Growth and IncomeSA AB GrowthSA Legg Mason BW Large Cap Value

PortfolioSA Marsico Focused GrowthSA MFS Massachusetts Investors TrustSA MFS Total ReturnSmall & Mid Cap ValueStrategic GrowthSunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioTelecom UtilityVP-Loomis Sayles Growth Fund+

C. LimitedEquity

Minimum 0%Maximum20%***

***(10%, forMarketLockIncome Plus andMarketLock ForLife Plus issuedon or after5/1/09)

Capital GrowthColumbia VP-Large Cap Growth Fund+Columbia VP-Small Company Growth

Fund+Emerging MarketsGrowth OpportunitiesMid-Cap GrowthNatural ResourcesReal EstateSmall Company Value Technology

+ Only available if you purchased your contract through Banc ofAmerica Investment Services, Inc.

++ Only available if you purchased your contract through ChaseInvestment Services Corporation (formerly WaMu Investments,Inc.)

+++ You may use a DCA Fixed Account to invest your targetallocations in accordance with the investment requirements.

If we offer additional allocations that comply withinvestment requirements in the future we will give you theopportunity to allocate your investments accordingly.

Your allocation instructions accompanying any PurchasePayment as well as target allocations if you invest in a DCAFixed Account must comply with the investmentrequirements, described above, in order for your subsequentPurchase Payment(s) to be considered in Good Order. Wewill automatically enroll you in the Automatic AssetRebalancing Program with quarterly rebalancing. We requirequarterly rebalancing because market performance andtransfer and withdrawal activity may result in yourcontract’s allocations going outside these restrictions.Quarterly rebalancing will ensure that your allocations willcontinue to comply with the investment requirements for thisfeature. In addition to quarterly rebalancing, we will initiaterebalancing in accordance with your most current andcompliant Automatic Asset Rebalancing instructions on file,after any of the following transactions:

• any transfer or reallocation you initiate; or

• any withdrawal you initiate.

Automatic transfers and/or systematic withdrawals will notresult in rebalancing. If you make a transfer, you mustprovide updated rebalancing instructions. If you do notprovide new rebalancing instructions at the time you make atransfer, we will change your ongoing rebalancinginstructions to reflect the percentage allocations among thenew Variable Portfolios resulting from your transfer and/or1-year Fixed Account, if available (“Default RebalancingInstructions”). If at any point, for any reason, yourrebalancing instructions would result in allocationsinconsistent with the investment requirements listed above,we will revert to the last compliant instructions on file. Youcan modify your rebalancing instructions, as long as theyare consistent with the investment requirements, at any timeby calling the Annuity Service Center.

We reserve the right to change the investment requirementsat any time for prospectively issued contracts. We may alsorevise the investment requirements for any existing contractto the extent that Variable Portfolios and/or Fixed Accountsare added, deleted, substituted, merged or otherwisereorganized. We will notify you of any changes to theinvestment requirements due to deletions, substitutions,mergers or reorganizations promptly.

How are the components for MarketLock Income Plus andMarketLock For Life Plus calculated?

First, we determine the Eligible Purchase Payments,which include:

1. 100% of Purchase Payments received during thefirst contract year; and

2. Purchase Payments received in each of contractyears 2-5, capped in each year at an amount equalto 100% of the Purchase Payments received in year1. This means that if you made a $100,000

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Purchase Payment in year 1, Eligible PurchasePayments will include additional Purchase Paymentsof up to $100,000 contributed in each of contractyears 2-5 for a grand total maximum of $500,000 ofEligible Purchase Payments.

Any Purchase Payments made in contract years 2-5 inexcess of the annual cap amount as well as all PurchasePayments received after the 5th contract year are consideredIneligible Purchase Payments. We will not acceptsubsequent Purchase Payments after the 5th contract year ifyou elected the Living Benefit. The calculation of EligiblePurchase Payments does not include any PaymentEnhancements, if applicable, and/or spousal continuationcontribution, if any; however, Payment Enhancements, ifapplicable, and/or spousal continuation contribution, if anyare included in the calculation of Anniversary Values, asdefined below. Total Eligible Purchase Payments are limitedto $1,500,000 without our prior Company approval.

Second, we consider the Income Credit Period and theIncome Base Evaluation Period. The Income Credit Periodis the period of time over which we calculate the IncomeCredit. The Income Base Evaluation Period is the period oftime over which we consider Anniversary Values and ifapplicable and greater, the Income Base plus any availableIncome Credit during the Income Credit Period. The initialIncome Credit Period and the initial Income Base EvaluationPeriod begin on the Effective Date and end 5 years later ifyou elected MarketLock Income Plus or MarketLock For LifePlus on or after May 1, 2009 (10 years later if you electedMarketLock For Life Plus prior to May 1, 2009). Please see“Can I extend the Income Base Evaluation Period andIncome Credit Period?” below.

Third, we determine the Anniversary Value which equalsyour contract value on any contract anniversary during theIncome Base Evaluation Period minus any IneligiblePurchase Payments.

Fourth, we determine the Income Base which initially isequal to the first Eligible Purchase Payment. If the featureis elected after contract issue, the initial Income Base is thecontract value on the Effective Date. The Income Base isincreased by each subsequent Eligible Purchase Payment,less proportionate adjustments for Excess Withdrawals, asdefined below. On each Benefit Year anniversary, wedetermine if the Income Base should be increased based onthe maximum Anniversary Value or any available IncomeCredit as defined below. Please see “How can the IncomeBase and Income Credit Base be in increased?” and“What are the effects of withdrawals on MarketLockIncome Plus and MarketLock For Life Plus?” below.

Fifth, we determine the Income Credit Base which is usedsolely as a basis for calculating the Income Credit during anIncome Credit Period. The initial Income Credit Base isequal to the first Eligible Purchase Payment. If the featureis elected after contract issue, the initial Income Credit Baseis the contract value on the Effective Date. The Income

Credit Base is increased by each subsequent EligiblePurchase Payment less proportionate adjustments for ExcessWithdrawals, as defined below. Please see “How can theIncome Base and Income Credit Base be increased?” below.

Sixth, we determine the Income Credit which varies byfeature as outlined in the table below and is an amountequal to a percentage (“Income Credit Percentage”) of theIncome Credit Base, on each Benefit Year anniversary. Ifyou elected MarketLock Income Plus and you takewithdrawals in a Benefit Year that are less than or equal tothe Maximum Annual Withdrawal Amount, the IncomeCredit Percentage on the Benefit Year anniversary isreduced by a percentage calculated as the sum of allwithdrawals taken during the preceding Benefit Year,divided by the Income Base, prior to determining the IncomeBase for the next Benefit Year. If you take a withdrawalthat is greater than the Maximum Annual WithdrawalAmount in the preceding Benefit Year, the Income Credit isequal to zero. If you elected MarketLock For Life Plus, theIncome Credit may only be added to the Income Base if nowithdrawals are taken in a Benefit Year.

Feature Income Credit Percentage

MarketLock Income Plus(contracts issued on or

after 5/1/09)

6% (reduced for withdrawals up to theMaximum Annual Withdrawal Amount)

MarketLock Income Plus(contracts issued between

5/1/08 and 4/30/09)

7% (reduced for withdrawals up to theMaximum Annual Withdrawal Amount)

MarketLock For Life Plus(contracts issued

on or after 5/1/09)

6% (0% in years withdrawals are taken)

MarketLock For LifePlus +7% Option


MarketLock For Life+6% Option


Seventh, we determine the Maximum Annual WithdrawalAmount, which represents the maximum amount that maybe withdrawn each Benefit Year following the EffectiveDate without reducing the Income Base, and if applicable,the Income Credit Base. The Maximum Annual WithdrawalAmount is calculated by multiplying the Income Base by theapplicable Maximum Annual Withdrawal Percentage shownin the tables above.

Finally, we determine the Excess Withdrawals which arewithdrawals in excess of the Maximum Annual WithdrawalAmount. We define Excess Withdrawals as any portion of awithdrawal that causes the total withdrawals in a BenefitYear to exceed the Maximum Annual Withdrawal Amount,including but not limited to any withdrawal in a contractyear taken after the Maximum Annual Withdrawal Amounthas been withdrawn.

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How can the Income Base and Income Credit Base beincreased?

On each Benefit Year anniversary during an Income BaseEvaluation Period, we determine if the Income Base shouldbe increased based on the maximum Anniversary Value orany available Income Credit.

Maximum Anniversary Value equals the highest AnniversaryValue on any Benefit Year anniversary occurring during anIncome Base Evaluation Period. On each Benefit Yearanniversary during an Income Base Evaluation Period, theIncome Base is automatically increased to the AnniversaryValue when the Anniversary Value is greater than (a), (b),and (c), where:

(a) is the cumulative Eligible Purchase Payments; and

(b) is the current Income Base, increased by the IncomeCredit, if any; and

(c) is all previous Anniversary Values during anyIncome Base Evaluation Period.

On each Benefit Year anniversary during the Income CreditPeriod, we determine the amount to which the IncomeCredit Base and/or the Income Base could increase. Thecomponents used to determine this amount are:

(a) the Income Base calculated based on the maximumAnniversary Value; and

(b) the current Income Base plus the Income Credit.

If (a) is greater than or equal to (b), the Income CreditBase and the Income Base are increased to the currentAnniversary Value. If (b) is greater than (a), the IncomeBase is increased by the Income Credit and the IncomeCredit Base remains unchanged.

Increases to your Income Base and Income Credit Baseoccur on Benefit Year anniversaries as described above.However, Eligible Purchase Payments can increase yourIncome Base and Income Credit Base at the time theyare received. Your Income Base and Income CreditBase will not increase even if your contract value ishigher on days other than the Benefit Yearanniversaries.

The Income Credit Base is increased each time subsequentEligible Purchase Payments are made. During the IncomeCredit Period, the Income Credit Base also increases whenthe Income Base is increased as a result of a maximumAnniversary Value being achieved that is greater than boththe current Income Base and all previous maximumAnniversary Values. The Income Credit Base is decreasedeach time an Excess Withdrawal is taken, in the sameproportion by which the contract value is reduced by theExcess Withdrawal. The Income Base and Income CreditBase are not used in the calculation of the contract value orany other benefits under the contract.

The Income Base and Income Credit Base are increasedeach time subsequent Eligible Purchase Payments are made,and adjusted each time an Excess Withdrawal is taken.

Other than adjustments made for Excess Withdrawals, theIncome Base and Income Credit Base can only be adjustedupwards, and subsequent lower Anniversary Values duringthe Income Base Evaluation Period will not result in a lowerIncome Base or lower Income Credit Base.

If you elected MarketLock Income Plus or MarketLock ForLife Plus on or after May 1, 2009, the Income Base can alsobe increased to at least the Minimum Income Base on the12th Benefit Year anniversary provided no withdrawalsare taken prior to that anniversary. If you are eligible forthe Minimum Income Base, the Income Base on the 12thBenefit Year anniversary is the greater of (a) and (b),where:

(a) is the current Income Base, or if the First andSubsequent Extensions were elected, the IncomeBase calculated based on the maximum AnniversaryValue; and

(b) is the Minimum Income Base.

If you have elected MarketLock Income Plus or MarketLockFor Life Plus +7% Option prior to May 1, 2009, the IncomeBase, and if applicable, the Income Credit Base, can also beincreased to at least the Minimum Income Base on the 10thBenefit Year anniversary, provided no withdrawals aretaken prior to that anniversary. If you are eligible for theMinimum Income Base, the Income Base on the 10thBenefit Year anniversary is the greatest of (a), (b) and(c), where:

(a) is the current Income Base, or if extension waselected, the Income Base calculated based on themaximum Anniversary Value; and

(b) is the current Income Base plus the Income Credit,if applicable; and

(c) is the Minimum Income Base.

On your 10th Benefit Year anniversary, if you are eligiblefor the Minimum Income Base and for MarketLock IncomePlus only, if the First Extension is elected, the IncomeCredit Base is the greatest of (a), (b) and (c), where:

(a) is the Income Base calculated based on themaximum Anniversary Value; and

(b) is the current Income Credit Base; and

(c) is the Minimum Income Base.

How do increases and decreases in the Income Baseimpact the Maximum Annual Withdrawal Amount?

Increases in the Income BaseIn any Benefit Year where Eligible Purchase Payments areallocated to your contract, any remaining withdrawals of theMaximum Annual Withdrawal Amount will be based on theincreased Maximum Annual Withdrawal Amount reduced bywithdrawals previously taken in that Benefit Year. If theIncome Base is increased on a Benefit Year anniversary, theMaximum Annual Withdrawal Amount will be recalculated

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on that Benefit Year anniversary by multiplying theincreased Income Base by the applicable Maximum AnnualWithdrawal Percentage.

Decreases in the Income BaseExcess Withdrawals reduce Your Income Base on the datethe Excess Withdrawal occurs. Any Excess Withdrawal in aBenefit Year reduces the Income Base in the sameproportion by which the contract value is reduced by theExcess Withdrawal. Please see “What are the effects ofwithdrawals on MarketLock Income Plus and MarketLockFor Life Plus?” below. As a result of a reduction of theIncome Base, the new Maximum Annual WithdrawalAmount will be equal to the reduced Income Base multipliedby the applicable Maximum Annual Withdrawal Percentage.The last recalculated Maximum Annual Withdrawal Amountin a given Benefit Year is available for withdrawal at thebeginning of the next Benefit Year and may be lower thanyour previously calculated Maximum Annual WithdrawalAmount. When the contract value is less than the IncomeBase, Excess Withdrawals will reduce the Income Base byan amount which is greater than the amount of the ExcessWithdrawal. In addition, no Income Credit will be added tothe Income Base in that Benefit Year.

What are the effects of withdrawals on MarketLock IncomePlus and MarketLock For Life Plus?

The Maximum Annual Withdrawal Amount, the IncomeBase and Income Credit Base may change over time as aresult of the timing and amount of withdrawals. If you takea withdrawal before the 12th Benefit Year anniversary(10th Benefit Year anniversary if you elected MarketLockIncome Plus or MarketLock For Life Plus +7% option priorto May 1, 2009), your Income Base, and if applicable, theIncome Credit Base, is not eligible to be increased to theMinimum Income Base.

You may take withdrawals during a contract year that intotal are less than or equal to the Maximum AnnualWithdrawal Amount which will not reduce the Income Baseor Income Credit Base, if applicable. However, if you chooseto take less than the Maximum Annual Withdrawal Amountin any contract year, you may not carry over the unusedamount into subsequent years. Your Maximum AnnualWithdrawal Amount will not be recalculated solely as aresult of taking less than the entire Maximum AnnualWithdrawal Amount in any given year.

You should not elect this feature if you plan to take ExcessWithdrawals since those withdrawals may significantlyreduce or eliminate the value of the feature. In addition, ifyou have elected MarketLock For Life Plus and you plan totake withdrawals in any year during the Income CreditPeriod, an Income Credit will not be added to your IncomeBase on that contract anniversary.

The impact of withdrawals and the effect on certaincomponents of MarketLock Income Plus and MarketLockFor Life Plus are further explained below:

Income Base and Income Credit Base: If the sum ofwithdrawals in any Benefit Year exceeds the MaximumAnnual Withdrawal Amount, the Income Base andIncome Credit Base will be reduced for thosewithdrawals. For each Excess Withdrawal taken, theIncome Base and Income Credit Base are reduced in thesame proportion by which the contract value is reducedby each Excess Withdrawal. Since Excess Withdrawalsreduce the Income Credit Base, it will result in thereduction of the amount of the Income Credit availablein subsequent Benefit Years during the Income CreditPeriod.

Maximum Annual Withdrawal Amount: TheMaximum Annual Withdrawal Amount is recalculatedeach time there is a change in the Income Base.Accordingly, if the sum of withdrawals in any contractyear does not exceed the Maximum Annual WithdrawalAmount for that year, the Maximum Annual WithdrawalAmount will not change for the next year unless yourIncome Base is increased (as described above under“How are the components for MarketLock IncomePlus and MarketLock For Life Plus calculated?”). Ifyou take an Excess Withdrawal, the Maximum AnnualWithdrawal Amount will be recalculated by multiplyingthe reduced Income Base by the existing MaximumAnnual Withdrawal Percentage. This recalculatedMaximum Annual Withdrawal Amount is available forwithdrawal at the beginning of the next Benefit Yearand may be lower than your previous Maximum AnnualWithdrawal Amount.

Please remember that all withdrawals, including withdrawalstaken under this feature, reduce your contract value andyour death benefit and may reduce other benefits under thecontract. In addition, withdrawals under this feature willreduce the free withdrawal amount and may be subject toapplicable withdrawal charges if in excess of the MaximumAnnual Withdrawal Amount.

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What are the fees for MarketLock Income Plus andMarketLock For Life Plus?

The fee for each feature depends on whether you elect tocover one life or two lives and when you purchased yourcontract, as follows:

Feature

Number ofCoveredPersons

AnnualizedFee

MarketLock Income Plus(contracts issued on or after 5/1/09)

OneTwo

1.10%1.35%

MarketLock Income Plus(contracts issued between 5/1/08 and4/30/09)

OneTwo

0.95%1.20%

MarketLock For Life Plus(contracts issued on or after 5/1/09)

OneTwo

0.95%1.25%

MarketLock For Life Plus 7%Option

OneTwo

0.75%1.00%

MarketLock For Life Plus 6%Option

OneTwo

0.65%0.90%

The fee will be calculated and deducted quarterly from yourcontract value, starting on the first quarter following theEffective Date and ending upon termination of the feature.Once you elect a feature, you will be assessed anon-refundable fee regardless of whether or not you takeany withdrawals and/or receive any lifetime annuity incomepayments under the feature.

For contracts issued in New York, Oregon, Texas andWashington, the entire fee will be deducted from the portionof your contract value allocated to the Variable Portfolios.

An increase in the Income Base due to an adjustment to ahigher Anniversary Value, addition of an Income Credit, orsubsequent Eligible Purchase Payments will result in anincrease to the dollar amount of the fee.

If your contract value falls to zero before the feature hasbeen terminated, fees will no longer be deducted. We willnot assess the quarterly fee if you annuitize your contract orif a death benefit is paid before the end of a contractquarter. If the feature is still in effect while your contractvalue is greater than zero and you surrender your contract,we will assess a pro-rata charge for the fee if you surrenderyour contract before the end of a contract quarter. Thepro-rata charge is calculated by multiplying the fullquarterly fee by the number of days between the date thefee was last assessed and the date of surrender divided bythe number of days in that contract quarter.

Can I extend the Income Base Evaluation Period andIncome Credit Period?

MarketLock Income PlusYes, after the initial Income Base Evaluation Period andinitial Income Credit Period you may elect to extend boththe Income Base Evaluation Period and Income CreditPeriod for two additional 5 year periods (one additional5 year period if you elected MarketLock Income Plus on orafter May 1, 2009), as long as you have not elected tocancel the feature, and the age of the Covered Person or

younger of two Covered Persons is 85 or younger at thetime of extension (“First Extension and SecondExtension”).

After election of the First Extension and Second Extension,if applicable, as long as you have not elected to cancel thefeature and the age of the Covered Person or younger oftwo Covered Persons is 85 or younger at the time of thenext extension, you may elect to extend only the IncomeBase Evaluation Period for additional 5 year periods(“Subsequent Extensions”).

If your contract was issued on or after May 1, 2009 and youhave already elected the First Extension and you are atleast age 86 but younger than 90, you may elect aSubsequent Extension with the final evaluation occurringprior to your 91st birthday. As a result, your final extensionwill be for a period of less than 5 years (“ReducedEvaluation Period”).

Prior to the end of the initial Income Base Evaluation Periodand initial Income Credit Period and prior to the end of eachEvaluation Period, we will inform you of the terms of thenext extension in writing. We will provide you with anextension election form prior to the end of each evaluationperiod you extend. If you elect to extend the evaluationperiod(s), you must complete the election form and return itto us or advise us as to your intent to extend in a methodacceptable to us. In order to extend the evaluation period,you must contact us no later than 30 days after the end ofthe current evaluation period.

The fee and investment requirements of the feature maychange at the time of extension and may be different thanwhen you initially elected the feature. We guarantee thatthe current fee as reflected in the Fee Table above will notincrease by more than 0.25% at the time of First Extension.

If you do not elect the First Extension and the SecondExtension, if applicable, Subsequent Extensions are nolonger available for election and the Income Base andIncome Credit Base, if applicable, will not be adjusted forhigher Anniversary Values or Income Credits on subsequentcontract anniversaries. However, you can continue to takethe Maximum Annual Withdrawal Amount in effect at theend of the last Income Base Evaluation Period. The IncomeBase is subject to adjustments for Excess Withdrawals. Youwill continue to pay the fee at the rate that was in effectduring the last Income Base Evaluation Period and you willnot be permitted to extend the Income Base EvaluationPeriod in the future. If you have not taken any withdrawalsprior to the 12th Benefit Year anniversary (10th BenefitYear anniversary if elected on or after May 1, 2009), yourIncome Base will be eligible to be increased to the MinimumIncome Base even if you have not elected the FirstExtension.

MarketLock For Life PlusDepending on when your contract was issued, you may beable to extend the initial Income Base Evaluation Period andthe initial Income Credit Period.

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If your contract was issued between May 1, 2008 andApril 30, 2009, there is an option to extend only theIncome Base Evaluation Period as long as the feature is ineffect and the age of the Covered Person or younger of twoCovered Persons is age 85 or younger at the time ofextension. If you elect to extend the Income Base EvaluationPeriod, the Income Base can continue to be adjusted upwardas described above on each anniversary during the newIncome Base Evaluation Period which is a period of 5 years.However, you may not elect to extend the Income Creditperiod beyond the initial 10 years.

Prior to the end of the initial Income Base Evaluation Periodand prior to the end of each evaluation period you elect toextend, we will notify you of the terms of the nextextension in writing. We will provide you with an extensionelection form prior to the end of each evaluation period youextend. If you elect to extend the evaluation period(s), youmust complete the election form and return it to us oradvise us as to your intent to extend in a method acceptableto us.

The fee and investment requirements of the feature maychange at the time of extension and may be different thanwhen you initially elected the feature.

If you do not contact us at the end of each Income BaseEvaluation Period to extend the Income Base EvaluationPeriod, an extension will no longer be available and theIncome Base will not be adjusted for higher AnniversaryValues on subsequent contract anniversaries. However, youcan continue to take the Maximum Annual WithdrawalAmount in effect at the end of the last Income BaseEvaluation Period. The Income Base is subject toadjustments for Excess Withdrawals. You will continue topay the fee at the rate that was in effect during the lastIncome Base Evaluation Period and you will not bepermitted to extend the Income Base Evaluation Period inthe future.

If your contract was issued on or after May 1, 2009, youmay elect to extend both the Income Base Evaluation Periodand Income Credit Period for an additional 5 year periodafter the end of the initial Income Base Evaluation Periodand initial Income Credit Period, as long as you have notelected to cancel the feature, and the age of the CoveredPerson or younger of two Covered Persons is 85 or youngerat the time of extension (“First Extension”).

After election of the First Extension, as long as you havenot elected to cancel the feature and the age of the CoveredPerson or younger of two Covered Persons is 85 or youngerat the time of the next extension, you may elect to extendonly the Income Base Evaluation Period for additional5 year periods (“Subsequent Extensions”).

If you have already elected the First Extension and you areat least age 86 but younger than 90, you may elect aSubsequent Extension with the final evaluation occurring

prior to your 91st birthday. As a result, your final extensionwill be for a period of less than 5 years (“ReducedEvaluation Period”).

Prior to the end of the initial Income Base Evaluation Periodand initial Income Credit Period, and prior to the end ofeach Income Base Evaluation Period you elect to extendthereafter, we will inform you of the terms of the nextextension in writing. We will provide you with an extensionelection form at least 30 days prior to the end of eachevaluation period. If you elect to extend the evaluationperiod, you must complete the election form and return it tous or advise us as to your intent to extend in a methodacceptable to us. In order to extend the evaluation period,you must contact us no later than 30 days after the end ofthe current evaluation period.

The fee and investment requirements of the feature maychange at the time of extension and may be different thanwhen you initially elected the feature. We guarantee thatthe current fee as reflected in the Fee Table above, will notincrease by more than 0.25% at the time of First Extension.

If you do not elect the First Extension, SubsequentExtensions are not available for election and the IncomeBase will not be adjusted for higher Anniversary Values onsubsequent Benefit Year anniversaries. However, you cancontinue to take the Maximum Annual Withdrawal Amountin effect at the end of the last Income Base EvaluationPeriod. The Income Base is subject to adjustments forExcess Withdrawals. You will continue to pay the fee at therate that was in effect during the last Income BaseEvaluation Period and you will not be permitted to extendthe Income Base Evaluation Period in the future. If youhave not taken any withdrawals prior to the 12th BenefitYear anniversary, your Income Base will be eligible to beincreased to the Minimum Income Base even if you have notelected the First Extension.

Please see ADDITIONAL INFORMATIONAPPLICABLE TO MARKETLOCK INCOME PLUS,MARKETLOCK FOR LIFE PLUS and MARKETLOCKFOR LIFE below for more information regarding theseLiving Benefits.

MARKETLOCK FOR LIFE

When and how may I elect MarketLock For Life?

You may elect MarketLock For Life at the time of contractissue (the “Effective Date”). You cannot elect this featureif you elect any other optional living benefit. You may electto have the feature cover only your life or the lives of bothyou and your spouse. We refer to the person or personswhose lifetime withdrawals are guaranteed underMarketLock For Life as the “Covered Person(s).” There areage parameters applicable to this feature which determinewhether you can elect the feature and who can qualify as aCovered Person. If the contract is not owned by a naturalperson, references to Owner(s) apply to the Annuitants.The tables below provide the age requirement for electing

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this feature depending on the type of contract you purchaseand the number of Covered Persons.

If you elect one Covered Person:

Covered Person

MinimumAge

MaximumAge(1)

One Owner 45 80

Joint Owners(based on the age of the

older Owner) 45 80

If you elect two Covered Persons:

Covered Person #1 Covered Person #2

MinimumAge

MaximumAge(1)

MinimumAge

MaximumAge(1)

Non-Qualified:Joint Owners 45 80 45 85

Non-Qualified:One Owner with


Qualified:One Owner with


(1) The age requirements for optional deathbenefits and other optional features may bedifferent than those listed here. You mustmeet the age requirement for those featuresin order to elect them.

(2) Not applicable because feature availability isbased on the younger Covered Person. Thespousal beneficiary’s age is not consideredin determining the maximum issue age ofthe second Covered Person.

How does MarketLock For Life work?

MarketLock For Life locks in the highest contractanniversary value in determining the Income Base. TheIncome Base determines the basis of the Covered Person(s)’guaranteed lifetime benefit which may be taken in a seriesof withdrawals. A new Income Base is automatically lockedin on each Benefit Year anniversary during the Income BaseEvaluation Period (initially, the first 5 years) following theEffective Date.

You may elect to extend the Income Base Evaluation Periodfor additional periods. Please see “Can I extend the IncomeBase Evaluation Period beyond 5 years?” below.

What determines the amount I can receive each year?

The Maximum Annual Withdrawal Percentage representsthe percentage of your Income Base used to calculate theMaximum Annual Withdrawal Amount that you maywithdraw each Benefit Year without decreasing your IncomeBase. The Maximum Annual Withdrawal Percentage isdetermined by the age of the Covered Person(s) at the timeof the first withdrawal as shown in the table below.

One Covered Person







Two Covered Persons


Age of the Younger Covered Person orSurviving Covered Person at

Time of First WithdrawalMaximum Annual

Withdrawal Percentage


At least age 65 but prior to 76th birthday 4.75% of Income Base


As the original owner, or Continuing Spouse (with a jointlife feature) electing to treat the annuity contract as theirown, of a Qualified plan under this annuity contract, if youare taking required minimum distributions (“RMD”) fromthis contract, and the amount of the RMD (based only onthis contract and using the uniform lifetime table) is greaterthan the Maximum Annual Withdrawal Amount in any givenBenefit Year, no portion of the RMD will be treated as anExcess Withdrawal (defined below). Any portion of awithdrawal in a Benefit Year that is more than the greaterof both the Maximum Annual Withdrawal Amount and theRMD amount (as clarified above) will be considered anExcess Withdrawal. If you must take RMD from thiscontract and want to ensure that these withdrawals are notconsidered Excess Withdrawals under the feature, yourdistributions must be set up on the Systematic WithdrawalProgram administered by our Annuity Service Center. If youare purchasing this contract by transferring from anotherIRA and plan to immediately utilize this feature to satisfyRMD, you should take the current year required withdrawalprior to moving your money to this contract since we canonly provide one RMD withdrawal per contract year (whichmay cross over two tax years). Further, if the RMD basisfor this tax year was calculated by the investment companyfrom which you are transferring your investment and it isgreater than the amount transferred to this contract, wecannot systematically calculate and support the RMD basis.Therefore, you should take the RMD before transferringyour investment. Please see “What are the effects ofwithdrawals on MarketLock For Life?” below.

Are there investment requirements if I elect MarketLockFor Life?

As long as you have not elected to cancel the feature, werequire that you allocate your investments in accordancewith the investment requirements listed below.

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Investment Requirements

You may comply with investment requirements by allocatingyour investments in one of four ways or if using a DCAFixed Account or a DCA Program, by indicating your targetallocations, in one of four ways:

1. 100% in the Ultra Short Bond Portfolio; or

2. 100% in either Polaris Portfolio Allocator Model 1, 2or 3; or

3. 100% in one or a combination of the following AssetAllocation Variable Portfolios:American Funds Asset Allocation SASTAsset AllocationBalanced (JPM)Franklin Income VIP FundSA MFS Total ReturnSunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy Portfolio; or

4. In accordance with the requirements outlined in thetable below:

InvestmentGroup



A. Bond,Cashand FixedAccount

Minimum 30%Maximum 100%

Corporate BondGlobal BondGovernment and Quality BondReal ReturnSA JPMorgan MFS Core BondUltra Short Bond PortfolioDCA Fixed Accounts++6-Month DCA1-Year DCA2-Year DCAFixed Accounts1-Year Fixed (if available)

InvestmentGroup



B. EquityMaximum


Aggressive GrowthAmerican Funds Asset Allocation SASTAmerican Funds Global Growth SASTAmerican Funds Growth SASTAmerican Funds Growth-Income SASTAsset AllocationBalancedBalanced (JPM)Blue Chip GrowthCapital AppreciationColumbia VP-Asset Allocation Fund+Columbia VP-Dividend Opportunity

Fund+Columbia VP-Income Opportunities

Fund+Columbia VP-Mid Cap Growth Fund+Columbia VP-Select International Equity

Fund+Conservative Growth“Dogs” of Wall StreetEquity OpportunitiesForeign ValueFranklin Founding Funds Allocation VIP

FundFranklin Income VIP FundFundamental GrowthGlobal EquitiesGrowthGrowth-IncomeHigh-Yield BondInternational Diversified EquitiesInternational Growth and IncomeInvesco V.I. American Franchise Fund,



Series II SharesLord Abbett Growth and IncomeSA AB GrowthSA Legg Mason BW Large Cap ValueSA Marsico Focused GrowthSA MFS Massachusetts Investors TrustSA MFS Total ReturnSmall & Mid Cap ValueStrategic GrowthSunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioTelecom UtilityVP-Loomis Sayles Growth Fund+

C. LimitedEquity


Capital GrowthColumbia VP-Large Cap Growth Fund+Columbia VP-Small Company Growth

Fund+Emerging MarketsGrowth OpportunitiesMid-Cap GrowthNatural ResourcesReal EstateSmall Company ValueTechnology

+ Only available if you purchased your contract through Banc ofAmerica Investment Services, Inc.

++ You may use a DCA Fixed Account to invest your targetallocations in accordance with the investment requirements.

Your allocation instructions accompanying any PurchasePayment as well as your target allocations if you invest in aDCA Fixed Account must comply with the investmentrequirements, described above, in order for your applicationor subsequent Purchase Payment(s) allocation instructionsto be considered in Good Order. We will automatically enrollyou in the Automatic Asset Rebalancing Program with

39

quarterly rebalancing. If rebalancing instructions are notprovided, we will align your rebalancing allocations withyour Purchase Payment instructions, or if using a DCAFixed Account, your target DCA instructions. We requirequarterly rebalancing because market performance andtransfer and withdrawal activity may result in yourcontract’s allocations going outside these requirements.Quarterly rebalancing will ensure that your allocations willcontinue to comply with the investment requirements for thisfeature.

We will initiate rebalancing in accordance with your mostcurrent and compliant Automatic Asset Rebalancinginstructions on file, after any transfer you initiate, or anywithdrawal you initiate. Because automatic transfers and/orsystematic withdrawals will not result in rebalancing beforethe next automatic quarterly rebalancing occurs, if youmake a transfer, you must provide updated rebalancinginstructions. If you do not provide new rebalancinginstructions at the time you make a transfer, we will changeyour ongoing rebalancing instructions to reflect thepercentage allocations among the new Variable Portfoliosand/or 1-year Fixed Account, if available, resulting fromyour transfer (“Default Rebalancing Instructions”). If atany point, for any reason, your rebalancing instructionswould result in allocations inconsistent with the investmentrequirements listed above, we will revert to the lastcompliant instructions on file. You can modify yourrebalancing instructions, as long as they are consistent withthe investment requirements, at any time by calling theAnnuity Service Center.

The investment requirements may reduce the need to rely onthe guarantees provided by this Living Benefit because theyallocate your investment across asset classes and potentiallylimit market volatility. As a result, you may have better orworse investment returns by allocating your investmentsmore aggressively. We reserve the right to change theinvestment requirements at any time for prospectively issuedcontracts. We may also revise the investment requirementsfor any existing contract to the extent Variable Portfoliosand/or Fixed Accounts are added, deleted, substituted,merged or otherwise reorganized. We will promptly notifyyou of any changes to the investment requirements due todeletions, substitutions, mergers or reorganizations.

How are the components for MarketLock for Lifecalculated?

First, we determine the Eligible Purchase Payments,which include:

1. 100% of Purchase Payments received during thefirst contract year; and

2. Purchase Payments received in each of contractyears 2-5, capped in each year at an amount equalto 100% of the Purchase Payments received in year1. This means that if you made a $100,000Purchase Payment in year 1, Eligible PurchasePayments will include additional Purchase Payments

of up to $100,000 contributed in each of contractyears 2-5 for a grand total maximum of $500,000 ofEligible Purchase Payments.

Any Purchase Payments made in contract years 2-5 inexcess of the annual cap amount as well as all PurchasePayments received after the 5th contract year are consideredIneligible Purchase Payments. We will not acceptsubsequent Purchase Payments after the 5th contract year ifyou elected the Living Benefit. The calculation of EligiblePurchase Payments does not include any PaymentEnhancements, if applicable, and spousal continuationcontribution, if any; however, Payment Enhancements, ifapplicable, and continuation contribution, if any are includedin the calculation of Anniversary Value, as defined below.Please see SPOUSAL CONTINUATION below. TotalEligible Purchase Payments are limited to $1,500,000without prior Company approval.

Second, we consider the Income Base Evaluation Period.The Income Base Evaluation Period is the period of timeover which we will consider Anniversary Values. The IncomeBase Evaluation Period begins on the Effective Date andends 5 years later. At the end of the Income BaseEvaluation Period, you may contact us to extend the IncomeBase Evaluation Period. Please see “Can I extend theIncome Base Evaluation Period beyond 5 years?” below.

Third, we determine the Anniversary Value which equalsyour contract value on any contract anniversary during theIncome Base Evaluation Period minus any IneligiblePurchase Payments.

Fourth, we determine the Income Base which initially isequal to the first Eligible Purchase Payment. Each yearfollowing the Effective Date is a Benefit Year. Only on eachBenefit Year anniversary do we determine if the IncomeBase should be increased based on cumulative EligiblePurchase Payments or the highest Anniversary Value. Thecalculation and components of this determination aredetailed below.

Fifth, we determine the Maximum Annual WithdrawalAmount, which represents the maximum amount that maybe withdrawn each Benefit Year following the EffectiveDate without reducing the Income Base. The MaximumAnnual Withdrawal Amount is calculated by multiplying theIncome Base by the applicable Maximum Annual WithdrawalPercentage shown in the tables above.

Finally, we determine the Excess Withdrawals which arewithdrawals in excess of the Maximum Annual WithdrawalAmount. We define Excess Withdrawals as any portion of awithdrawal that causes the total withdrawals in a BenefitYear to exceed the Maximum Annual Withdrawal Amount,including but not limited to any withdrawal in a contractyear taken after the Maximum Annual Withdrawal Amounthas been withdrawn.

40

How can the Income Base be increased?

On each Benefit Year anniversary during an Income BaseEvaluation Period, we determine if the Income Base shouldbe increased based on the maximum Anniversary Value.

Maximum Anniversary Value equals the highest AnniversaryValue on any Benefit Year anniversary occurring during anIncome Base Evaluation Period. On each Benefit Yearanniversary during an Income Base Evaluation Period, theIncome Base is automatically increased to the AnniversaryValue when the Anniversary Value is greater than (a), (b),and (c), where:

(a) is the cumulative Eligible Purchase Payments; and

(b) is the current Income Base; and

(c) is all previous Anniversary Values during anyIncome Base Evaluation Period.

Increases to your Income Base occur on Benefit Yearanniversaries as described above. However, EligiblePurchase Payments can increase your Income Base atthe time they are received. Your Income Base will notincrease even if your contract value is higher on daysother than the Benefit Year anniversaries.

What is the fee for MarketLock For Life?

The fee for MarketLock For Life depends on whether youelect to cover one life or two lives. The fee is as follows:

All years in which thefeature is in effect Annualized Fee

For One Covered Person 0.70% of Income Base

For Two Covered Persons 0.95% of Income Base

The fee will be calculated and deducted quarterly from yourcontract value, starting on the first quarter following theEffective Date and ending upon termination of the Benefit.

An increase in the Income Base due to an adjustment to ahigher Anniversary Value, or subsequent Eligible PurchasePayments will result in an increase to the dollar amount ofthe fee. The fee of the feature may change at the time ofextension and may be different than when you initiallyelected the feature.

If your contract value falls to zero before the feature hasbeen terminated, fees will no longer be deducted. We willnot assess the quarterly fee if you annuitize your contractbefore the end of a contract quarter. If the feature is still ineffect while your contract value is greater than zero, andyou surrender your contract, we will assess a pro-ratacharge for the fee if you surrender your contract before theend of a contract quarter. The pro-rata charge is calculatedby multiplying the prior fee by the number of days betweenthe date the fee was last assessed and the date of surrenderdivided by the number of days in a contract quarter.

What are the effects of withdrawals on MarketLock ForLife?

The Maximum Annual Withdrawal Amount and the IncomeBase may change over time as a result of the timing andamount of withdrawals.

Withdrawals during a contract year that in total are lessthan or equal to the Maximum Annual Withdrawal Amountwill not reduce the Income Base. However, if you choose totake less than the Maximum Annual Withdrawal Amount inany contract year, you may not carry over the unusedamount into subsequent years. Your Maximum AnnualWithdrawal Amount in any year will not be recalculatedsolely as a result of taking less than the entire MaximumAnnual Withdrawal Amount in the prior year. Please notethat if you delay taking withdrawals for too long, you maylimit the number of remaining years (due to your lifeexpectancy) in which you may take withdrawals.

You should not elect this feature if you plan to take ExcessWithdrawals since those withdrawals may significantlyreduce or eliminate the value of the feature.

The impact of withdrawals and the effect on eachcomponent of MarketLock For Life are further explainedbelow:

Income Base: If the sum of withdrawals in any BenefitYear exceeds the Maximum Annual WithdrawalAmount, the Income Base will be reduced for thosewithdrawals.

For each Excess Withdrawal taken, the Income Base isreduced in the same proportion by which the contractvalue is reduced by the amount in excess of theMaximum Annual Withdrawal Amount. This means thatthe reduction in the Income Base could be more or lessthan a dollar-for-dollar reduction.

Maximum Annual Withdrawal Amount: TheMaximum Annual Withdrawal Amount is recalculatedeach time there is a change in the Income Base.Accordingly, if the sum of withdrawals in any contractyear does not exceed the Maximum Annual WithdrawalAmount for that year, the Maximum Annual WithdrawalAmount will not change for the next year unless yourIncome Base is increased (as described above under“How are the components for MarketLock For Lifecalculated?”).

If you take an Excess Withdrawal, the Maximum AnnualWithdrawal Amount will be recalculated by multiplying thereduced Income Base by the existing Maximum AnnualWithdrawal Percentage. This recalculated Maximum AnnualWithdrawal Amount will be available for withdrawal at thebeginning of the next Benefit Year and may be lower thanyour previous Maximum Annual Withdrawal Amount.

All withdrawals, including withdrawals taken under thisfeature, reduce your contract value and your death benefitand may impact other provisions of your contract. Inaddition, withdrawals under this feature will reduce the free

41

withdrawal amount and may be subject to applicablewithdrawal charges if in excess of the Maximum AnnualWithdrawal Amount. The sum of withdrawals in any BenefitYear up to the Maximum Annual Withdrawal Amount willnot be assessed a withdrawal charge. Please see ACCESSTO YOUR MONEY above and EXPENSES below.

Can I extend the Income Base Evaluation Period beyond5 years?

After the initial Income Base Evaluation Period, you mayelect to extend the Income Base Evaluation Period for anadditional 5 year period, as long as you have not elected tocancel the feature, and the age of the Covered Person oryounger of two Covered Persons is 85 or younger at thetime of extension (“First Extension”).

After election of the First Extension, as long as you havenot elected to cancel the feature and the age of the CoveredPerson or younger of two Covered Persons is 85 or youngerat the time of the next extension, you may elect to extendthe Income Base Evaluation Period for additional 5 yearperiods (“Subsequent Extensions”).

If you have already elected the First Extension and you areat least age 86 but younger than 90, you may elect aSubsequent Extension with the final evaluation occurringprior to your 91st birthday. As a result, your final extensionwill be for a period of less than 5 years (“ReducedEvaluation Period”).

Prior to the end of each Income Base Evaluation Period youelect to extend, we will inform you of the terms of the nextextension in writing. We will provide you with an extensionelection form at least 30 days prior to the end of eachIncome Base Evaluation Period. If you elect to extend thefeature, you must complete the election form and return itto us or advise us as to your intent to extend in a methodacceptable to us. In order to extend the evaluation period,you must contact us no later than 30 days after the end ofthe current evaluation period.

The fee and investment requirements of the feature maychange at the time of extension and may be different thanwhen you initially elected the feature. We guarantee thatthe current fee as reflected in the Fee Table above, will notincrease by more than 0.25% at the time of First Extension.

If you do not elect the First Extension, SubsequentExtensions are no longer available for election and theIncome Base will not be adjusted for higher AnniversaryValues on subsequent Benefit Year Anniversaries. However,you can continue to take the Maximum Annual WithdrawalAmount in effect at the end of the last Income BaseEvaluation Period. The Income Base is subject toadjustments for Excess Withdrawals. You will continue topay the fee at the rate that was in effect during the lastIncome Base Evaluation Period and you will not bepermitted to extend the Income Base Evaluation Period inthe future. We also reserve the right to modify MarketLockFor Life at the time of extension for existing contracts asindicated above.

Please see ADDITIONAL IMPORTANT INFORMATIONAPPLICABLE TO MARKETLOCK INCOME PLUS,MARKETLOCK FOR LIFE PLUS and MARKETLOCKFOR LIFE below for more information these LivingBenefits.

ADDITIONAL INFORMATION ABOUT MARKETLOCKINCOME PLUS, MARKETLOCK FOR LIFE PLUS ANDMARKETLOCK FOR LIFE

The following provides additional information applicable tothese optional living benefits (“Living Benefit(s)”).

What happens if the contract value is reduced to zero?

All withdrawals from the contract, including withdrawalsunder this feature, will reduce your contract value.Unfavorable investment experience may also reduce yourcontract value. If the contract value is reduced to zero butthe Income Base is greater than zero, we will continue topay guaranteed payments under the terms of the LivingBenefit over the lifetime of the Covered Person(s); however,the Income Base is no longer eligible to be increased.

However, if at any time an Excess Withdrawal reduces yourcontract value to zero, no further benefits will remain underthe Living Benefit and your contract along with the LivingBenefit will terminate. For MarketLock Income Plus andMarketLock For Life Plus, an Income Credit is not availableif the contract value is reduced to zero, even if a LivingBenefit remains payable.

If the contract value is reduced to zero, the contract’s otherbenefits will be terminated. You may no longer makesubsequent Purchase Payments or transfers, and no deathbenefit or future annuity income payments are available.Therefore, you should be aware that, particularly duringtimes of unfavorable investment performance, withdrawalstaken under the Living Benefit may reduce the contractvalue to zero and eliminate any other benefits of thecontract.

When the contract value equals zero but a benefit remainspayable, to receive any remaining Living Benefit, you mustselect one of the following options for payment:

1. The current Maximum Annual Withdrawal Amount,divided equally and paid on a monthly, quarterly,semi-annual or annual frequency as selected by youuntil the date of death of the Covered Person(s); or

2. Any payment option mutually agreeable between youand us.

If you do not select a payment option above, the remainingLiving Benefit will be paid as the current Maximum AnnualWithdrawal Amount based on the Maximum AnnualWithdrawal Percentage applicable to the Living Benefitdivided equally and paid on a quarterly basis until the dateof death of the Covered Person(s).

Any amounts that we may pay under the Living Benefit inexcess of your contract value are subject to the Company’sfinancial strength and claims-paying ability.

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What happens to my Living Benefit upon a spousalcontinuation?

If there is one Covered Person and that person dies, thesurviving spousal joint owner or spousal beneficiary mayelect to:

1. Make a death claim if the contract value is greaterthan zero which terminates the Living Benefit andthe contract; or

2. Continue the contract if the contract value is greaterthan zero, without the Living Benefit and itscorresponding fee.

If there are two Covered Persons, upon the death of oneCovered Person, the surviving Covered Person may elect to:

1. Make a death claim if the contract value is greaterthan zero, which terminates the Living Benefit andthe contract; or

2. Continue the contract with the Living Benefit and itscorresponding fee.

The components of the Living Benefit in effect at the timeof spousal continuation will not change. The survivingCovered Person can elect to receive withdrawals inaccordance with the provisions of the Living Benefit electedbased on the age of the younger Covered Person at the timethe first withdrawal was taken. If no withdrawals weretaken prior to the spousal continuation, the MaximumAnnual Withdrawal Percentage will be based on the age ofthe surviving Covered Person at the time the firstwithdrawal is taken.

If spousal continuation occurs during the Income BaseEvaluation Period and/or Income Credit Period, ifapplicable, the Continuing Spouse will continue to receiveany increases to the Income Base during the remainingIncome Base Evaluation Period and/or Income CreditPeriod, if applicable.

If you have elected MarketLock Income Plus or MarketLockFor Life Plus on or after May 1, 2009, the ContinuingSpouse is eligible to receive the Minimum Income Base if nowithdrawals have been taken during the first 12 BenefitYears following the Effective Date. “Is there an additionalguarantee if I delay taking withdrawals?”

If you have elected MarketLock Income Plus or MarketLockFor Life Plus +7% option prior to May 1, 2009, theContinuing Spouse is eligible to receive the Minimum IncomeBase if no withdrawals have been taken during the first 10Benefit Years following the Effective Date. Please see “Isthere an additional guarantee if I delay takingwithdrawals?”

For all Living Benefits, the Continuing Spouse will beeligible to elect to extend the Income Base Evaluation Periodand the Income Credit Period, if applicable, upon theexpiration of the applicable period. Please see “Can I extendthe Income Base Evaluation Period and Income CreditPeriod?” above.

Can a non-spousal Beneficiary elect to receive anyremaining benefits under my Living Benefit upon the deathof the second spouse?

No. Upon the death of the Covered Person(s), if thecontract value is greater than zero, a non-spousalbeneficiary must make an election under the death benefitprovisions of the contract, which terminates the LivingBenefit.

What happens to my Living Benefit upon the Latest AnnuityDate?

If the contract value and the Income Base are greater thanzero on the Latest Annuity Date, you must select one of thefollowing options:

1. Annuitize the contract value under the contract’sannuity provisions; or

2. Elect to receive the current Maximum AnnualWithdrawal Amount on the Latest Annuity Datedivided equally and paid on a monthly, quarterly,semi-annual or annual frequency as selected by youuntil the date of death of the Covered Person(s); or


If you do not elect an option listed above, on the LatestAnnuity Date, we may annuitize the contract value inaccordance with Annuity Income Option 3, as described inANNUITY INCOME OPTIONS below. At that point, theAccumulation Phase of your contract ends and the IncomePhase begins.

Can I elect to cancel my Living Benefit?

The Living Benefit may be cancelled by you on the 5thBenefit Year anniversary, the 10th Benefit Yearanniversary, or any Benefit Year anniversary after the 10thBenefit Year anniversary. Once you elect to cancel theLiving Benefit, you will no longer be charged a fee after thecancellation is effective and the guarantees under the LivingBenefit are terminated. In addition, the investmentrequirements for Living Benefit will no longer apply to yourcontract. You may not extend the Income Base EvaluationPeriod or Income Credit Period, if applicable, and you maynot re-elect or reinstate the Living Benefit after cancellation.

If there are two Covered Persons, upon the death of thefirst Covered Person, the surviving Covered Person(generally, the Continuing Spouse) may cancel the LivingBenefit on the 5th Benefit Year anniversary, the 10thBenefit Year anniversary, or any Benefit Year anniversaryafter the 10th Benefit Year anniversary following the deathof the first Covered Person. Once the surviving CoveredPerson elects to cancel the feature, the fee will no longer becharged and the guarantees under the Living Benefit will beterminated. In addition, the investment requirements for theLiving Benefit will no longer apply to the contract. Thesurviving Covered Person may not extend the Income Base

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Evaluation Period or Income Credit Period, if applicable, andmay no longer re-elect or reinstate the Living Benefit aftercancellation.

Are there circumstances under which my Living Benefit willautomatically terminate?

The Living Benefit automatically terminates upon theoccurrence of one of the following:

1. Annuitization of the contract; or

2. Termination or surrender of the contract; or

3. A death benefit is paid and the contract isterminated; or

4. Excess Withdrawals reduce the contract value tozero; or

5. Death of the Covered Person, if only one is elected;or, if two are elected, death of the surviving CoveredPerson; or

6. A change that removes all Covered Persons from thecontract except as noted below and under “Arethere circumstances under which guaranteedwithdrawals for two Covered Persons, if elected,terminate for one of the Covered Persons?”

If a change of ownership occurs from a natural person to anon-natural entity, the original natural Owner(s) must alsobe the Annuitant(s) after the ownership change to preventtermination of the Living Benefit. A change of ownershipfrom a non- natural entity to a natural person can onlyoccur if the new natural Owner(s) was the original naturalAnnuitant(s) in order to prevent termination of the LivingBenefit. Any ownership change is contingent upon priorreview and approval by the Company.

Are there circumstances under which guaranteedwithdrawals for two Covered Persons, if elected, terminatefor one of the Covered Persons?

Under any of the following circumstances, the LivingBenefit will provide a guarantee for one Covered Person andnot the lifetime of the other Covered Person:

1. One of the two Covered Persons is removed from thecontract, due to reasons other than death; or

2. The original spousal joint Owners or spousalbeneficiary, who are the Covered Persons, are nolonger married at the time of death of the firstspouse.

Under these circumstances, the fee for the Living Benefitbased on two Covered Persons remains unchanged and theguaranteed withdrawals based on two Covered Persons arepayable for one Covered Person only. However, theremaining Covered Person may choose to terminate thefeature as described under “Can I elect to cancel myLiving Benefit feature?” above.

We also reserve the right to modify the Living Benefitsat the time of extension for existing contracts asindicated above.

MARKETLOCK AND MARKETLOCK FOR TWO

MarketLock and MarketLock For Two are optionalguaranteed minimum withdrawal benefits that guarantee anincome stream based on Purchase Payments made duringthe first two contract years and only guarantee lifetimewithdrawals in the manner described below. These featuresmay not be appropriate if you plan to make ongoingPurchase Payments, such as with contributory IRA’s ortax-qualified plans.

Withdrawals under the features are treated like anyother withdrawal for the purpose of calculating taxableincome, deducting applicable withdrawal charges, andreducing the contract value, free withdrawal amountsand all other benefits, features and conditions of yourcontract.

Any withdrawals taken may be subject to a 10% IRS taxpenalty if you are under age 59½ at the time of thewithdrawal. For information about how the feature istreated for income tax purposes, you should consult aqualified tax advisor concerning your particularcircumstances. If you take required minimum distributionsand have elected this feature, your distributions must be setup on the automated minimum distribution withdrawalprogram administered by our Annuity Service Center. Inaddition, if you have a Qualified contract, tax law and theterms of the plan may restrict withdrawal amounts.

MarketLockFor contracts issued prior to May 1, 2006, MarketLockguarantees the Maximum Anniversary Value (MAV) can betaken during the first 10 years of the contract through aseries of withdrawals. In addition, for contracts issued on orafter May 1, 2006, if the owner begins withdrawals afterage 65, the withdrawal amount is guaranteed to last for life.

MarketLock Summary Table:

Time of First Withdrawal

MaximumAnnual

WithdrawalPercentage*prior to anyExtension

Initial MinimumWithdrawal

Period prior toany Extension

MaximumAnnual

WithdrawalPercentage ifExtension is

Elected

Before 5th Benefit Yearanniversary

5% 20 years 5%

On or after 5th Benefit Yearanniversary

7% 14.28 years 7%


10% 10 years 7%


10% 10 years 10%

On or after the older contractowner’s 65th birthday**

5% Life of theolder contract

owner

5%

* For the purposes of complying with the Maximum AnnualWithdrawal Percentage, the amount of the withdrawal wouldinclude any charges applicable to the withdrawal. If you aretaking required minimum distributions (“RMD”) from thecontract, and the portion of the RMD amount based on thiscontract only is greater than the Maximum Annual WithdrawalAmount, that portion of the withdrawal will not be treated as

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an excess withdrawal. Any portion of a RMD withdrawal thatis based on amounts greater than this contract alone will beconsidered an excess withdrawal. This will result incancellation of the lifetime withdrawals and may furtherreduce your Maximum Annual Withdrawal Amount, MAVBenefit Base, and remaining Minimum Withdrawal Period. Ifyou must take RMD from this contract and want to ensurethat these withdrawals are not considered Excess Withdrawalsunder the feature, your distributions must be set up on theSystematic Withdrawal Program administered by our AnnuityService Center. If you are purchasing this contract bytransferring from another IRA and plan to immediately utilizethis feature to satisfy RMD, you should take the current yearrequired withdrawal prior to moving your money to thiscontract since we can only provide one RMD withdrawal percontract year (which may cross over two tax years). Further,if the RMD basis for this tax year was calculated by theinvestment company from which you are transferring yourinvestment and it is greater than the amount transferred tothis contract, we cannot systematically calculate and supportthe RMD basis. Therefore, you should take the RMD beforetransferring your investment. Please see “How are thecomponents for MarketLock and MarketLock For Twocalculated?” below.

** For contracts issued on or after May 1, 2006, lifetimewithdrawals are available so long as your first withdrawal istaken on or after age 65 and withdrawals do not exceed the5% Maximum Annual Withdrawal Percentage indicated above.If withdrawals exceed the 5% Maximum Annual WithdrawalPercentage in any Benefit Year (other than for RMD amountsfor this contract that are greater than the Maximum AnnualWithdrawal Amount), lifetime withdrawals are no longeravailable. Instead, available withdrawals are automaticallyrecalculated with respect to the Minimum Withdrawal Periodand Maximum Annual Withdrawal Percentage listed in thetable above, based on the time of first withdrawal and reducedfor withdrawals already taken.

MarketLock For Two Summary Table:

Age of the Younger Spouseat Time of First Withdrawal

Maximum AnnualWithdrawalPercentage*

At least age 55 but prior to 63rd birthday 4%

At least age 63 but prior to 76th birthday 5%

On or after 76th birthday 6%

* If you are taking required minimum distributions (“RMD”)from the contract, and the portion of the RMD amount basedon this contract is greater than the Maximum AnnualWithdrawal Amount (defined below), that portion of thewithdrawal will not be treated as an excess withdrawal. Anyportion of a RMD withdrawal that is based on amounts otherthan this contract will not be considered a RMD from thiscontract. Please see “What are the effects of withdrawals onMarketLock and MarketLock For Two?” below.

How are the components for MarketLock and MarketLockFor Two calculated?

First, we determine the Eligible Purchase Payments, whichinclude the amount of Purchase Payments received duringthe first two years after your contract issue date, adjustedfor any withdrawals during that period. Any PurchasePayments we receive more than two years after yourcontract issue date are considered Ineligible PurchasePayments. We will not accept subsequent Purchase

Payments after the 2nd contract year if you elected theLiving Benefit. The calculation of Eligible PurchasePayments does not include any Payment Enhancementsand/or spousal continuation contribution, if any; however,Payment Enhancements and/or spousal continuationcontribution, if any; are included in the calculation ofAnniversary Values, as defined below. Eligible PurchasePayments are limited to $1.5 million without prior Companyapproval.

Second, we consider the MAV Evaluation Period, whichbegins on your contract issue date and ends on your 10thcontract anniversary. On the expiration of the MAVEvaluation Period, you may contact us to extend the MAVEvaluation Period for an additional period as discussedfurther below.

Third, we determine the Anniversary Value which equalsthe value of your contract on any contract anniversaryduring the MAV Evaluation Period minus any IneligiblePurchase Payments.

Fourth, we determine the MAV Benefit Base. Initially, theMAV Benefit Base equals the first Eligible PurchasePayment. Thereafter, the MAV Benefit Base is increasedeach time subsequent Eligible Purchase Payments are made,and adjusted each time any withdrawals (ExcessWithdrawals for MarketLock For Two) of contract value aretaken. On each contract anniversary throughout the MAVEvaluation Period, the MAV Benefit Base automaticallyadjusts upwards if the current Anniversary Value is greaterthan both the current MAV Benefit Base and any previousyear’s Anniversary Value. Other than adjustments made forwithdrawals (Excess Withdrawals for MarketLock ForTwo), the MAV Benefit Base will only be adjusted upwards,and subsequent lower Anniversary Values through the MAVEvaluation Period will not result in a lower MAV BenefitBase.

Fifth, we determine the Maximum Annual WithdrawalAmount, which represents the maximum amount that maybe withdrawn each Benefit Year under the features and isan amount calculated by multiplying the current MAVBenefit Base by the applicable Maximum AnnualWithdrawal Percentage. The applicable Maximum AnnualWithdrawal Percentage differs by feature as follows:

MarketLock: The applicable Maximum AnnualWithdrawal Percentage is determined based on theBenefit Year when you take your first withdrawal. Or,for contracts issued on or after May 1, 2006, theMaximum Annual Withdrawal Percentage is determinedbased on whether you are taking lifetime withdrawals.

MarketLock For Two: The applicable Maximum AnnualWithdrawal Percentage is determined based on theyounger spouse’s age when you take your firstwithdrawal.

If the MAV Benefit Base is increased to the currentAnniversary Value, the Maximum Annual WithdrawalAmount is recalculated on that contract anniversary by

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multiplying the new MAV Benefit Base by the applicableMaximum Annual Withdrawal Percentage. If the MAVBenefit Base is increased for Eligible Purchase Payments,the Maximum Annual Withdrawal Amount will berecalculated upon receipt of each Eligible Purchase Paymentby multiplying the new MAV Benefit Base by the applicableMaximum Annual Withdrawal Percentage.

Finally, for MarketLock only, we determine the MinimumWithdrawal Period, which is the minimum period overwhich you may take withdrawals under the feature. Theinitial Minimum Withdrawal Period is calculated whenwithdrawals under the Benefit begin and is recalculatedwhen the MAV Benefit Base is adjusted to a higherAnniversary Value by dividing the MAV Benefit Base by theMaximum Annual Withdrawal Amount. The MinimumWithdrawal Periods will be reduced due to ExcessWithdrawals.

Can I extend the MAV Evaluation Period beyond 10 years?

Yes, the MAV Evaluation Period may be extended as longas the Benefit is still in effect and the older owner (youngerspouse for MarketLock For Two) is age 85 or younger atthe time extension is elected. We guarantee that you will begiven the opportunity to extend the MAV Evaluation Periodunder these conditions for at least one additional evaluationperiod of 10 years. In order to extend the MAVEvaluation Period, you must contact us no later than30 days before the end of the current MAV EvaluationPeriod. If you elect to extend the MAV Evaluation Period,the MAV Benefit Base can continue to be adjusted upwardas described above on each anniversary during the newMAV Evaluation Period. Please see “How are thecomponents of MarketLock and MarketLock For Twocalculated?” above. Also, if you extend the MAV EvaluationPeriod, you should note that the components of the feature,such as the fee (and Maximum Annual WithdrawalPercentage for MarketLock), will change to those in effectat the time you elect to extend, which may be different fromthe components when you initially elected the feature. Wewill notify you in writing of the terms of the extension atleast 30 days prior to the end of the MAV EvaluationPeriod. Additional MAV Evaluation Periods may be offeredat our sole discretion.

If you do not contact us to extend the MAV EvaluationPeriod, the MAV Benefit Base will no longer be adjusted onsubsequent contract anniversaries. However, you cancontinue to take the Maximum Annual Withdrawal Amountin effect at the end of the last MAV Evaluation Period,subject to adjustments for withdrawals, (ExcessWithdrawals for MarketLock For Two). You will continue topay the fee at the rate that was in effect during the lastMAV Evaluation Period and you will not be permitted toextend the MAV Evaluation Period in the future.

What are the fees for MarketLock and MarketLock ForTwo?

The annualized fee for MarketLock is calculated as 0.65% ofthe MAV Benefit Base for all years in which the feature isin effect. However, if you elect to extend the MAVEvaluation Period the fee may change at the time of theextension. The fee will be calculated and deducted quarterlyfrom your contract value, starting on the first quarterfollowing your contract issue date and ending upontermination of the Benefit. We will not assess the quarterlyfee if you surrender or annuitize your contract before theend of a contract quarter.

The annualized fee for MarketLock For Two for all years inwhich the feature is in effect, is calculated as 0.40% of theMAV Benefit Base prior to any withdrawal being taken and0.80% of the MAV Benefit Base after the first withdrawal istaken assessed at the end of the quarter in which the firstwithdrawal is taken. However, if you elect to extend theMAV Evaluation Period the fee may change at the time ofthe extension.

An increase in the MAV Benefit Base due to an adjustmentto a higher Anniversary Value or due to subsequent EligiblePurchase Payments will result in an increase to the dollaramount of the fee. The fee will be calculated and deductedquarterly from your contract value, starting on the firstquarter following your contract issue date and ending upontermination of the Benefit. If your contract value and/orMAV Benefit Base falls to zero before the feature has beenterminated, the fee will no longer be deducted. We will notassess the quarterly fee if you surrender or annuitize yourcontract before the end of a contract quarter.

What are the effects of withdrawals on MarketLock andMarketLock For Two?

MarketLockThe Maximum Annual Withdrawal Amount, MAV BenefitBase and Minimum Withdrawal Period may change overtime as a result of the timing and amounts of withdrawals.

In addition, for contracts issued on or after May 1, 2006, ifyou elect to begin withdrawals prior to your 65th birthday(if jointly owned, prior to the 65th birthday of the olderowner), you will not be eligible to receive lifetimewithdrawals. If you begin withdrawals on or after your 65thbirthday (older owner’s 65th birthday if jointly owned) andwish to receive lifetime withdrawals, you must withdraw nomore than the Maximum Annual Withdrawal Amount whichis calculated as 5% of the MAV Benefit Base. Lifetimewithdrawals do not change unless the MAV Benefit Baseincreases due to additional Eligible Purchase Payments or aMAV Benefit Base Step-Up anniversary. If the amount ofwithdrawals, at any time, exceeds 5% of the MAV BenefitBase in a Benefit Year, you will not receive lifetimewithdrawals. However, you can continue to receivewithdrawals over the Minimum Withdrawal Period inamounts up to the Maximum Annual Withdrawal Amount asdescribed in the MarketLock Summary Table and under

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“How are the components for MarketLock andMarketLock for Two calculated?” above, based on whenyou took your first withdrawal and adjusted for withdrawalsalready taken.

Total withdrawals in any Benefit Year equal to or less thanthe Maximum Annual Withdrawal Amount reduce the MAVBenefit Base by the amount of the withdrawal. Withdrawalsin excess of the Maximum Annual Withdrawal Amount areconsidered Excess Withdrawals. We define ExcessWithdrawals as either: 1) any portion of a withdrawal thatcauses the total withdrawals in a Benefit Year to exceed theMaximum Annual Withdrawal Amount; or 2) anywithdrawal in a Benefit Year taken after the MaximumAnnual Withdrawal Amount has been withdrawn. ExcessWithdrawals will reduce the MAV Benefit Base by thegreater of: (a) the amount of the Excess Withdrawal; or(b) the relative size of the Excess Withdrawal in relation tothe contract value prior to the Excess Withdrawal, asdescribed below. This means that if contract value is lessthan the MAV Benefit Base, withdrawals greater than theMaximum Annual Withdrawal Amount will result in aproportionately greater reduction of the MAV Benefit Base(as described below), which will be more than the amountof the withdrawal itself. This will also reduce yourMaximum Annual Withdrawal Amount. The impact ofwithdrawals and the effect on each component ofMarketLock are further explained below:

MAV Benefit Base: Withdrawals reduce the MAVBenefit Base as follows:

(1) If the withdrawal does not cause total withdrawalsin the Benefit Year to exceed the MaximumAnnual Withdrawal Amount, the MAV BenefitBase will be reduced by the amount of thewithdrawal;

(2) Excess Withdrawals reduce the MAV Benefit Baseas follows:

If total withdrawals during the Benefit Year,including the current withdrawal, exceed theMaximum Annual Withdrawal Amount, the MAVBenefit Base is reduced to the lesser of (a) or (b),where:

(a) is the MAV Benefit Base immediately prior tothe withdrawal minus the amount of theExcess Withdrawal, or;

(b) is the MAV Benefit Base immediately prior tothe withdrawal reduced in the same proportionby which the contract value is reduced by theamount of the Excess Withdrawal.

Maximum Annual Withdrawal Amount: If the sum ofwithdrawals in a Benefit Year does not exceed theMaximum Annual Withdrawal Amount for that BenefitYear, the Maximum Annual Withdrawal Amount willnot change for the next Benefit Year unless your MAVBenefit Base is adjusted upward. If total withdrawals in

a Benefit Year exceed the Maximum Annual WithdrawalAmount, the Maximum Annual Withdrawal Amount willbe recalculated on the next contract anniversary. Thenew Maximum Annual Withdrawal Amount will equalthe new MAV Benefit Base after any withdrawals onthat contract anniversary, divided by the new MinimumWithdrawal Period on that contract anniversary. On thatcontract anniversary, the new Maximum AnnualWithdrawal Amount may be lower than your previousMaximum Annual Withdrawal Amount.

Minimum Withdrawal Period: On each contractanniversary, a new Minimum Withdrawal Period iscalculated as shown in the table below.

The Amount Withdrawnin a Benefit Year Effect on Minimum Withdrawal Period

Amounts up to theMaximum Annual

Withdrawal Amount

New Minimum Withdrawal Period = theMAV Benefit Base (which includes a

deduction for any previous withdrawal),divided by the current Maximum Annual

Withdrawal Amount

Amounts in excess of theMaximum Annual

Withdrawal Amount

New Minimum Withdrawal Period = theMinimum Withdrawal Period as of the prior

contract anniversary minus one year

MarketLock For TwoAny withdrawals in a Benefit Year that in total are lessthan or equal to the Maximum Annual Withdrawal Amount,do not reduce the MAV Benefit Base. We define ExcessWithdrawals as either: 1) any portion of a withdrawal thatcauses the total withdrawals in a Benefit Year to exceed theMaximum Annual Withdrawal Amount; or 2) anywithdrawal in a Benefit Year taken after the MaximumAnnual Withdrawal Amount has been withdrawn. ExcessWithdrawals will reduce the MAV Benefit Base in the sameproportion by which the contract value is reduced by theExcess Withdrawal. Excess Withdrawals also result in areduction to your Maximum Annual Withdrawal Amountbecause it is recalculated after each Excess Withdrawal bymultiplying the reduced MAV Benefit Base by the existingMaximum Annual Withdrawal Percentage. In addition, if inany year an Excess Withdrawal reduces the contract valueto zero, MarketLock For Two is terminated and you will notcontinue to receive withdrawals over your and your spouse’slifetime. The impact of withdrawals and the effect on eachcomponent of MarketLock For Two are further explainedbelow:

MAV Benefit Base: If the sum of withdrawals in anyBenefit Year does not exceed the Maximum AnnualWithdrawal Amount, the MAV Benefit Base is notreduced for those withdrawals. Excess Withdrawals asdescribed above reduce the MAV Benefit Base asfollows:

For each Excess Withdrawal taken, the MAV BenefitBase is reduced in the same proportion by which thecontract value is reduced by each Excess Withdrawal.

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Maximum Annual Withdrawal Amount: TheMaximum Annual Withdrawal Amount is recalculatedeach time there is a change in the MAV Benefit Base.Accordingly, if the sum of withdrawals in any BenefitYear does not exceed the Maximum Annual WithdrawalAmount for that year, the Maximum Annual WithdrawalAmount will not change for the next year unless yourMAV Benefit Base is adjusted upward (as describedabove under “How are the components for MarketLockand MarketLock For Two calculated?”). If you takean Excess Withdrawal, the Maximum AnnualWithdrawal Amount will be recalculated by multiplyingthe reduced MAV Benefit Base by the existingMaximum Annual Withdrawal Percentage. This newlyrecalculated Maximum Annual Withdrawal Amount willbe available beginning on the next contract anniversaryand may be lower than your previous Maximum AnnualWithdrawal Amount.

What happens if my contract value is reduced to zero?

MarketLockIf the contract value is zero but the MAV Benefit Base isgreater than zero, a Benefit remains payable under thefeature until the MAV Benefit Base is zero. Further, forcontracts issued on or after May 1, 2006, if you are eligibleto take lifetime withdrawals, a Benefit is still payable evenif the contract value and MAV Benefit Base both equal zero.However, the contract’s other benefits will be terminatedonce the contract value equals zero. You may not makesubsequent Purchase Payments or transfers and no deathbenefit or future annuitization payments are available.Therefore, during times of unfavorable investmentperformance, withdrawals taken under the Benefit mayreduce the contract value to zero eliminating any otherbenefits of the contract.

When the contract value equals zero, to receive anyremaining Benefit, you must select one of the followingincome options:

1. The current Maximum Annual Withdrawal Amount,paid equally on a monthly, quarterly, semi-annual orannual frequency as selected by you until either:(a) the time at which the Minimum WithdrawalPeriod equals zero, or (b) for contracts issued on orafter May 1, 2006, if receiving lifetime withdrawals,the date of death of the older contract owner; or

2. Lump sum distribution of the discounted presentvalue as determined by us, of the total remainingguaranteed withdrawals; or


MarketLock For TwoIf the contract value is zero but the MAV Benefit Base isgreater than zero, a Benefit remains payable over yourlifetime and the lifetime of your spouse. However, if due toan Excess Withdrawal, your contract value is reduced tozero, no Benefit remains.

The contract’s other benefits will be terminated once thecontract value equals zero. You may not make subsequentPurchase Payments or transfers and no death benefit orfuture annuity payments are available. Therefore, duringtimes of unfavorable investment performance, withdrawalstaken under the benefit may reduce the contract value tozero eliminating any other benefits of the contract.

Except as described above, when the contract value equalszero, to receive any remaining benefit, you may select one ofthe following income options:

1. The current Maximum Annual Withdrawal Amount,paid equally on a monthly, quarterly, semi-annual orannual frequency as selected by you until the date ofdeath of the surviving spouse; or



If you do not select a payment option, the remaining Benefitwill be paid as the current Maximum Annual WithdrawalAmount on a quarterly basis until the date of death of thesurviving spouse.

What happens to MarketLock and MarketLock For Twoupon a spousal continuation?

MarketLockA Continuing Spouse may elect to continue or cancel thefeature and its accompanying fee. The components of thefeature will not change as a result of a spousal continuation.However, for contracts issued on or after May 1, 2006,lifetime withdrawals or the option to receive lifetimewithdrawals will cease upon death of the older owner.Excluding the lifetime option, a younger Continuing Spousecan elect to receive withdrawals in accordance with theprovisions of the MarketLock Summary Table above basedon when the first withdrawal was taken and adjusted forany withdrawals already taken. In the event of the death ofthe younger spouse, the older spousal beneficiary maycontinue to receive lifetime withdrawals because they arebased on the older owner’s life.

If the contract owner elected MarketLock and dies duringthe MAV Evaluation Period and the spousal beneficiarycontinues the Benefit, we will continue to re-evaluate theMAV Benefit Base on each contract anniversary during theMAV Evaluation Period, and any spousal continuationcontribution is included in the calculation of the AnniversaryValue. Additionally, the Continuing Spouse may extend theMAV Evaluation Period an additional period of 10 years

48

provided that (1) the original owner did not previouslyextend the MAV Evaluation Period and (2) the ContinuingSpouse is age 85 or younger at the time they extend theMAV Evaluation Period. Payment Enhancements andspousal continuation contributions are not considered to beEligible Purchase Payments. However, PaymentEnhancements and spousal continuation contributions areincluded in the Anniversary Values for the purpose ofdetermining the MAV Benefit Base during the MAVEvaluation Period.

MarketLock For TwoThe components of the feature will not change as a result ofa spousal continuation. A Continuing Spouse can elect toreceive withdrawals in accordance with the provisions of theMarketLock For Two Summary Table above based on theage of the younger spouse when the first withdrawal wastaken and based on the MAV Benefit Base at the time ofspousal continuation. Alternatively, if contract value isgreater than zero, a Continuing Spouse may make a deathclaim under the death provisions of the contract andterminate the contract and the MarketLock For Two feature.

If spousal continuation occurs during the MAV EvaluationPeriod, the Continuing Spouse will continue to receive anyupward adjustments due to market gains to the MAVBenefit Base during the period and any spousal continuationcontribution is included in the Anniversary Value. However,spousal continuation contributions are not considered to beEligible Purchase Payments. In addition, the ContinuingSpouse will be eligible to extend the MAV Evaluation Periodupon the expiration of the initial period. Please see “Can Iextend the MAV Evaluation Period beyond 10 years?” above.

Can my non-spousal Beneficiary elect to receive anyremaining withdrawals under MarketLock upon my death?

For contracts issued on or after May 1, 2006, upon thedeath of the older contract owner, lifetime withdrawals willno longer be available.

If the contract value is greater than zero when the ownerdies, a non-spousal Beneficiary must make a death claimunder the contract provisions, which terminates MarketLock.If the contract value is zero when the owner dies, meaningthat no death benefit is payable, but the MinimumWithdrawal Period remaining is greater than zero, anon-spousal Beneficiary may elect to continue receiving anyremaining withdrawals under the feature. The othercomponents of the feature will not change. However, thecontract and its other benefits will be terminated.

Can a non-spousal Beneficiary elect to receive anyremaining benefits under MarketLock For Two upon thedeath of the second spouse?

No. Upon the death of both spouses, if the contract value isgreater than zero, a non-spousal Beneficiary must make anelection under the death provisions of the contract, whichterminates MarketLock For Two.

What happens to MarketLock and MarketLock For Twoupon the Latest Annuity Date?

Upon election of any of the options described below, theAccumulation Phase of your contract ends and the IncomePhase begins. Therefore, if electing Income Payments forthe life of the Annuitant, upon death, no benefit remainsand the contract and its features will terminate.

MarketLockIf there is remaining contract value and the MAV BenefitBase is greater than zero on the Latest Annuity Date, youmust select one of the following options:


2. For contracts issued on or after May 1, 2006, ifeligible for lifetime withdrawals, even if the MAVBenefit Base equals zero, elect to receive the currentMaximum Annual Withdrawal Amount on the LatestAnnuity Date, paid equally on a monthly, quarterly,semi- annual or annual frequency as selected by you,until your death; or

3. Elect to receive your remaining MAV Benefit Baseon the Latest Annuity Date paid over the MinimumWithdrawal Period with payments equal to thecurrent Maximum Annual Withdrawal Amount. Ifwithdrawals have not started, your MaximumAnnual Withdrawal Amount and MinimumWithdrawal Period will be calculated based on theapplicable Maximum Annual Withdrawal Percentage;or


MarketLock For TwoIf there is remaining contract value and the MAV BenefitBase is greater than zero on the Latest Annuity Date, youmust select one of the following options:


2. Elect to receive the current Maximum AnnualWithdrawal Amount on the Latest Annuity Date,paid equally on a monthly, quarterly, semi-annual orannual frequency as selected by you until the date ofdeath of the surviving spouse, if eligible for lifetimewithdrawals, even if the MAV Benefit Base is zero;or


Can MarketLock and MarketLock For Two be cancelled?

MarketLock and MarketLock For Two may be cancelled onthe 5th contract anniversary, the 10th contract anniversary,or any contract anniversary thereafter. Once the feature iscancelled, you will no longer be charged a fee and the

49

guarantees under the Benefit are terminated. You may notre-elect the feature after cancellation.

Are there circumstances under which MarketLock andMarketLock For Two will automatically terminate?

MarketLockMarketLock automatically terminates upon the occurrence ofone of the following:

1. The Minimum Withdrawal Period has been reducedto zero unless, for contracts issued on or afterMay 1, 2006, conditions for lifetime withdrawals aremet; or


3. Full surrender of the contract; or

4. Death benefit is paid.

5. Upon a spousal continuation, the Continuing Spouseelects not to continue the contract with the feature.

For contracts issued on or after May 1, 2006, lifetimewithdrawals will not be available in the event of:

1. An ownership change which results in a change ofthe older owner;* or

2. Withdrawals prior to the 65th birthday of the olderowner; or

3. Death of the older owner; or

4. A Spousal Continuation (upon the death of the olderowner); or

5. A withdrawal in excess of 5% of MAV BenefitBase.**

* If a change of ownership occurs from a natural person to anon-natural entity, the original natural older owner must alsobe the annuitant after the ownership change to preventtermination of lifetime withdrawals. A change of ownershipfrom a non-natural entity to a natural person can only occur ifthe new natural owner was the original natural older annuitantin order to prevent termination of lifetime withdrawals. Anyownership change is contingent upon prior review and approvalby the Company.

** If a required minimum distribution withdrawal for this contractexceeds the Maximum Annual Withdrawal Amount, the abilityto receive lifetime withdrawals will not be terminated.

MarketLock For TwoMarketLock For Two automatically terminates upon theoccurrence of one of the following:



3. A death benefit is paid and the contract is notcontinued by the spouse; or

4. Excess Withdrawals that reduce the contract valueto zero which then reduces the MAV Benefit Base tozero; or

5. Death of surviving original spouse; or

6. A change in ownership that involves the originalowner(s) except as noted below and under “Arethere circumstances under which guaranteedwithdrawals over the lifetime of your spouse areterminated?”*

* If a change of ownership occurs from a natural person to anon-natural entity, the original natural owner(s) must also bethe annuitant(s) after the ownership change to preventtermination of MarketLock For Two. A change of ownershipfrom a non-natural entity to a natural person can only occur ifthe new natural owner(s) was the original naturalannuitant(s) in order to prevent termination of MarketLockFor Two. Any ownership change is contingent upon priorreview and approval by the Company.

Are there circumstances under which guaranteedwithdrawals over the lifetime of your spouse areterminated?

Under any of the following circumstances, MarketLock ForTwo will provide a guarantee for your lifetime and not thelifetime of your spouse:

1. One of the two original owners is removed from thecontract; or

2. The original spousal beneficiary is removed orreplaced; or

3. The original spousal joint owner or spousalbeneficiary is removed or replaced upon divorce; or

4. The original spousal joint owners or spousalbeneficiary are no longer married at the time ofdeath of the first spouse.

Under these circumstances, the original remaining ownercontinues to pay the fee for MarketLock For Two andreceives the Benefit for his/her lifetime only, or may chooseto terminate the feature as described under “CanMarketLock and MarketLock For Two be cancelled?”

POLARIS INCOME REWARDS

Polaris Income Rewards is an optional guaranteedwithdrawal benefit that guarantees an income stream basedon all Purchase Payments made into your contract duringthe first 90 days after contract issue, with an opportunityfor a Step-Up Amount, adjusted for withdrawals during thatperiod (the “Benefit”). Polaris Income Rewards does notguarantee investment gains nor does it guarantee awithdrawal of any subsequent Purchase Payments madeafter the 90th day following the contract issue date. Thisfeature does not guarantee lifetime income payments.

In order to determine the Benefit, we calculate each of thecomponents as described below. The Benefit’s componentsand value may vary depending on the option you chose.Option 1 and 2 are available on contracts issued on andafter May 3, 2004. In addition, Option 3 is available oncontracts issued on or after May 2, 2005. The earliest dateyou may begin taking withdrawals under the Benefit is theBenefit Availability Date. Each one-year period beginning

50

on the contract issue date and ending on the day before thecontract anniversary date is considered a Benefit Year.

Polaris Income Rewards Summary:

OptionMaximum

Election Age

BenefitAvailability

DateStep-UpAmount

MaximumAnnual

WithdrawalPercentage***

MinimumWithdrawalPeriod* (ifMaximumAnnual

WithdrawalAmounttaken

each year)

1 Age 80 oryounger onthe contractissue date

3 yearsfollowingcontract

issue date

10%* ofWithdrawal

BenefitBase

10% ofWithdrawalBenefit Base

11 years



issue date

20%* ofWithdrawal

BenefitBase


12 years



issue date

50%** ofWithdrawal

BenefitBase


15 years

* If you elect Option 1 or 2 and take a withdrawal prior to theBenefit Availability Date, you will not receive a Step-UpAmount. The Minimum Withdrawal Period for Options 1 and 2will be 10 years if you do not receive a Step-Up Amount.

** If you elect Option 3 and take a withdrawal prior to theBenefit Availability Date, you will receive a reduced Step-UpAmount of 30% of the Withdrawal Benefit Base. The MinimumWithdrawal Period will be 13 years if you receive a reducedStep-Up Amount. For contracts issued prior to June 14, 2005,the Maximum Election Age is 80 or younger on the contractissue date.

*** For contract holders subject to annual required minimumdistributions, the Maximum Annual Withdrawal Amount will bethe greater of: (1) the amount indicated in the table above; or(2) the annual required minimum distribution amountassociated with your contract value only. Required minimumdistributions may reduce your Minimum Withdrawal Period.

How are the components for Polaris Income Rewardscalculated?

First, we determine the Eligible Purchase Payments,which include the amount of Purchase Payments made tothe contract during the first 90 days after your contractissue date, adjusted for any withdrawals before the BenefitAvailability Date in the same proportion that the withdrawalreduced the contract value on the date of the withdrawal.The calculation of Eligible Purchase Payments does notinclude any Payment Enhancements and/or spousalcontinuation contributions, if applicable.

Second, we determine the Withdrawal Benefit Base. Onthe Benefit Availability Date, the Withdrawal Benefit Baseequals the sum of all Eligible Purchase Payments.

Third, we determine the Step-Up Amount, if any, which iscalculated as a specified percentage (listed in the PolarisIncome Rewards Summary table above) of the WithdrawalBenefit Base on the Benefit Availability Date. The Step-UpAmount is not considered a Purchase Payment and cannot

be used in calculating any other benefits, such as deathbenefits, contract values or annuitization value.

Fourth, we determine the Stepped-Up Benefit Base, whichis the total amount available for withdrawal under thefeature and is used to calculate the minimum time periodover which you may take withdrawals under the PolarisIncome Rewards feature. The Stepped-Up Benefit Baseequals the Withdrawal Benefit Base plus the Step-UpAmount, if any.

Fifth, we determine the Maximum Annual WithdrawalAmount, which is a stated percentage (listed in the PolarisIncome Rewards Summary table above) of the WithdrawalBenefit Base and represents the maximum amount ofwithdrawals that are available under this feature eachBenefit Year after the Benefit Availability Date.

Finally, we determine the Minimum Withdrawal Period,which is the minimum period over which you may takewithdrawals under the Polaris Income Rewards feature. TheMinimum Withdrawal Period is calculated by dividing theStepped-Up Benefit Base by the Maximum AnnualWithdrawal Amount.

What is the fee for Polaris Income Rewards?

The annualized Polaris Income Rewards fee will be assessedas a percentage of the Withdrawal Benefit Base. The feewill be calculated and deducted quarterly from your contractvalue starting on the first quarter following the contractissue date and ending upon the termination of the feature. Ifyour contract value falls to zero before the feature has beenterminated, the fee will no longer be assessed. We will notassess the quarterly fee if you surrender or annuitize beforethe end of a quarter.

For contracts issued in Washington, the entire fee will bededucted from the portion of your contract value allocated tothe Variable Portfolios.

The fee is as follows:


0-7 years 0.65%8-10 years 0.45%

11+ None

What are the effects of withdrawals on Polaris IncomeRewards?

Withdrawals after the Benefit Availability Date equal to orless than the Maximum Annual Withdrawal Amountgenerally reduce the Benefit by the amount of thewithdrawal. Withdrawals in excess of the Maximum AnnualWithdrawal Amount will reduce the Benefit in the sameproportion that the contract value was reduced at the timeof the withdrawal. This means if investment performance isdown and contract value is reduced, withdrawals greaterthan the Maximum Annual Withdrawal Amount will resultin a greater reduction of the Benefit. The impact of

51

withdrawals and the effect on each component of PolarisIncome Rewards are further explained through thecalculations below:

Withdrawal Benefit Base: Withdrawals prior to theBenefit Availability Date reduce the Withdrawal BenefitBase in the same proportion that the contract value wasreduced at the time of the withdrawal. Withdrawalsprior to the Benefit Availability Date also eliminate anyStep-Up Amount for Options 1 and 2 and reduce theStep-Up Amount to 30% of the Withdrawal BenefitBase for Option 3. Withdrawals after the BenefitAvailability Date will not reduce the Withdrawal BenefitBase until the sum of withdrawals after the BenefitAvailability Date exceeds the Step-Up Amount.Thereafter, any withdrawal or portion of a withdrawalwill reduce the Withdrawal Benefit Base as follows:

(1) If the withdrawal does not cause total withdrawalsin the Benefit Year to exceed the MaximumAnnual Withdrawal Amount, the WithdrawalBenefit Base will be reduced by the amount of thewithdrawal, or

(2) If the withdrawal causes total withdrawals in theBenefit Year to exceed the Maximum AnnualWithdrawal Amount, the Withdrawal Benefit Baseis reduced to the lesser of (a) or (b), where:

(a) is the Withdrawal Benefit Base immediatelyprior to the withdrawal minus the amount ofthe withdrawal, or;

(b) is the Withdrawal Benefit Base immediatelyprior to the withdrawal reduced in the sameproportion by which the contract value isreduced by the amount of the withdrawal.

Stepped-Up Benefit Base: Since withdrawals prior tothe Benefit Availability Date eliminate any Step-UpAmount for Options 1 and 2, the Stepped-Up BenefitBase will be equal to the Withdrawal Benefit Base ifyou take withdrawals prior to the Benefit AvailabilityDate. For Option 3, if you take withdrawals prior to theBenefit Availability Date, the Stepped-Up Benefit Basewill be equal to the Withdrawal Benefit Base plus thereduced Step-Up Amount which will be 30% of theWithdrawal Benefit Base, adjusted for suchwithdrawals. If you do not take withdrawals prior to theBenefit Availability Date, you will receive the entireStep-Up Amount and the Stepped-Up Benefit Base willequal the Withdrawal Benefit Base plus the Step-UpAmount.

After the Benefit Availability Date, any withdrawal thatdoes not cause total withdrawals in a Benefit Year toexceed the Maximum Annual Withdrawal Amount willreduce the Stepped-Up Benefit Base by the amount ofthe withdrawal. After the Benefit Availability Date, anywithdrawal that causes total withdrawals in a Benefit

Year to exceed the Maximum Annual WithdrawalAmount (in that Benefit Year) reduces the Stepped-UpBenefit Base to the lesser of (a) or (b), where:

(a) is the Stepped-Up Benefit Base immediatelyprior to the withdrawal minus the amount ofthe withdrawal, or;

(b) is the Stepped-Up Benefit Base immediatelyprior to the withdrawal reduced in the sameproportion by which the contract value isreduced by the amount of the withdrawal.

Maximum Annual Withdrawal Amount: If the sum ofwithdrawals in a Benefit Year does not exceed theMaximum Annual Withdrawal Amount for that BenefitYear, the Maximum Annual Withdrawal Amount doesnot change for the next Benefit Year. If totalwithdrawals in a Benefit Year exceed the MaximumAnnual Withdrawal Amount, the Maximum AnnualWithdrawal Amount will be recalculated at the start ofthe next Benefit Year. The new Maximum AnnualWithdrawal Amount will equal the Stepped-Up BenefitBase on that Benefit Year anniversary divided by theMinimum Withdrawal Period on that Benefit Yearanniversary. The new Maximum Annual WithdrawalAmount may be lower than your previous MaximumAnnual Withdrawal Amounts.

Minimum Withdrawal Period: After each withdrawal,a new Minimum Withdrawal Period is calculated. If totalwithdrawals in a Benefit Year are less than or equal tothe current Maximum Annual Withdrawal Amount, thenew Minimum Withdrawal Period equals the Stepped-UpBenefit Base after the withdrawal, divided by thecurrent Maximum Annual Withdrawal Amount.

During any Benefit Year in which the sum ofwithdrawals exceeds the Maximum Annual WithdrawalAmount, the new Minimum Withdrawal Period equalsthe Minimum Withdrawal Period calculated at the endof the prior Benefit Year reduced by one year.

What happens if my contract value is reduced to zero withPolaris Income Rewards?

If the contract value is zero but the Stepped-Up BenefitBase is greater than zero, a Benefit remains payable underthe feature until the Stepped-Up Benefit Base is zero.However, the contract and its features and other benefitswill be terminated once the contract value equals zero. Oncethe contract is terminated, you may not make subsequentPurchase Payments and no death benefit or futureannuitization payments are available. Therefore, underadverse market conditions, withdrawals taken under theBenefit may reduce the contract value to zero eliminatingany other benefits of the contract.

To receive your remaining Benefit, you may select one ofthe following options:

52

1. The current Maximum Annual Withdrawal Amount,paid equally on a monthly, quarterly, semi-annual orannual frequency as selected by you until theStepped-Up Benefit Base equals zero; or



If you do not select a payment option, the remaining Benefitwill be paid as the current Maximum Annual WithdrawalAmount on a quarterly basis.

What happens to Polaris Income Rewards upon a spousalcontinuation?

A Continuing Spouse may elect to continue or cancel thefeature and its accompanying fee. The components of thefeature will not change as a result of a spousal continuation.However, continuation contributions are not considered to beEligible Purchase Payments.

Can my non-spousal Beneficiary elect to receive anyremaining withdrawals under Polaris Income Rewards uponmy death?

If the contract value is greater than zero when the ownerdies, a non-spousal Beneficiary must make a death claimunder the contract provisions, which terminates PolarisIncome Rewards. If the contract value is zero when theowner dies, meaning that no death benefit is payable, butthe Stepped-Up Benefit Base is greater than zero, anon-spousal Beneficiary may elect to continue receiving anyremaining withdrawals under the feature. The componentsof the feature will not change.

Can Polaris Income Rewards be cancelled?

Once you elect Polaris Income Rewards, you may not cancelthe feature. However, there is no charge for Polaris IncomeRewards after the 10th contract anniversary.

Additionally, the feature automatically terminates upon theoccurrence of one of the following:

1. The Stepped-Up Benefit Base is equal to zero; or



4. Death benefit is paid; or

5. Upon a spousal continuation, the Continuing Spouseelects not to continue the contract with the feature.

6. For contracts issued from May 3, 2004 throughOctober 3, 2004, withdrawals in excess of MaximumAnnual Withdrawal Amount in any Benefit Yearreduce the Stepped-Up Benefit Base by 50% ormore.

What happens to Polaris Income Rewards upon the LatestAnnuity Date?

If your contract value and Stepped-Up Benefit Base aregreater than zero, and you begin the Income Phase upon orbefore the Latest Annuity Date, you will not receive thebenefit of any remaining guaranteed withdrawals under thefeature. Your annuity income payments will be calculatedusing your contract value and the selected income option.

Withdrawals under this feature are treated like any otherwithdrawal for the purpose of reducing the contract value,free withdrawal amounts and all other benefits, features andconditions of your contract.

If you elect Polaris Income Rewards and need to takewithdrawals or are required to take required minimumdistributions (“RMD”) under the Internal Revenue Codefrom your contract prior to the Benefit Availability Date,you should know that such withdrawals may negativelyaffect the value of the Benefit.

Any withdrawals taken may be subject to a 10% IRS taxpenalty if you are under age 59½ at the time of thewithdrawal. For information about how the feature istreated for income tax purposes, you should consult aqualified tax advisor concerning your particularcircumstances. If you set up RMDs and have elected thisfeature, your withdrawals must be automated and will notbe recalculated on an annual basis.

CAPITAL PROTECTOR

Capital Protector is an optional guaranteed minimumaccumulation benefit. The feature provides a one-timeadjustment (“Benefit”) to your contract in the event thatyour contract value on the 10th contract anniversary(“Benefit Date”) is less than the Purchase Payments madein the contract’s first 90 days.

Generally, this feature and its corresponding charge cannotbe cancelled or terminated prior to the Benefit Date. Thefeature terminates automatically following the Benefit Date.In addition, the feature will no longer be available and noBenefit will be paid if a death benefit is paid or if thecontract is fully surrendered or annuitized before the BenefitDate.

The Benefit is equal to your Benefit Base, as defined below,minus your contract value on the Benefit Date. If theresulting amount is positive, you will receive a Benefit underthe feature. If the resulting amount is negative, you will notreceive a Benefit.

Your Benefit Base is equal to (a) minus (b) where:

(a) is the Purchase Payments received on or after thecontract issue date in the contract’s first 90 days,and;

(b) is an adjustment for all withdrawals and applicablefees and charges made subsequent to the contract

53

issue date, in an amount proportionate to theamount by which the withdrawal decreased thecontract value at the time of the withdrawal.

Payment Enhancements and spousal continuationcontributions, if applicable, are not considered PurchasePayments and are not used in the calculation of the BenefitBase.

The annualized fee is calculated as a percentage of contractvalue minus Purchase Payments received after the 90th daysince the contract issue date. The fee will be calculated anddeducted from your contract value each quarter throughoutthe first 10 full contract years, beginning at the end of thefirst contract quarter following the contract issue date andup to the Benefit Date. Once the feature is terminated, thecharge will no longer be deducted. We will also not assessthe quarterly fee if you surrender or annuitize before theend of the quarter.

For contracts issued in Washington, the entire fee will becalculated and deducted from the portion of your contractvalue allocated to the Variable Portfolios each quarterthrough the first 10 full contract years.

For contracts issued between February 10, 2003 andApril 30, 2004, the fee is as follows:


0-7 0.45%8-10 0.15%11+ none

For contracts issued between September 30, 2002 andFebruary 7, 2003, the fee is as follows:


0-7 0.35%8-10 0.10%11+ none

If your spouse chooses to continue this contract upon yourdeath, this feature cannot be terminated and the fee willcontinue to be charged. The Benefit Date will not change asa result of a spousal continuation.

Capital Protector only guarantees Purchase Payments madein the first 90 days after issue. If you plan to addsubsequent Purchase Payments after the first 90 days, youshould know that Capital Protector will not protect thosePurchase Payments.

Since Capital Protector may not guarantee a return of allPurchase Payments, it is important to realize thatsubsequent Purchase Payments made into the contract maydecrease the value of the Benefit. For example, if you areapproaching the Benefit Date and your Benefit Base isgreater than your contract value, and you then make asubsequent Purchase Payment that causes your contractvalue to be larger than your Benefit Base on your Benefit

Date, you will not receive any Benefit even though you havepaid for Capital Protector throughout the first 10 fullcontract years.

We will allocate the Benefit, if any, on the Benefit Date tothe Cash Management Variable Portfolio. Any Benefit paidis not considered a Purchase Payment for purposes ofcalculating other benefits or features of your contract. Othercontract benefits based on earnings, will continue to defineearnings as the difference between contract value andPurchase Payments adjusted for withdrawals. Forinformation about how the Benefit is treated for income taxpurposes, you should consult a qualified tax advisor forinformation concerning your particular circumstances.

INCOME PROTECTOR

Income Protector is an optional minimum income benefit,available for an additional charge and provides afuture “safety net” which can offer you the ability to receivea guaranteed fixed minimum retirement income when youswitch to the Income Phase. If you elect Income Protector,you can know the level of minimum income that will beavailable to you upon annuitization, regardless of fluctuatingmarket conditions. Income Protector is available on contractsissued prior to May 3, 2004.

The minimum level of Income Protector benefit available isgenerally based upon the Purchase Payments remaining inyour contract at the time you decide to begin taking income.If available and elected, a growth rate can provide increasedlevels of minimum guaranteed income.

How We Determine the Amount of Your MinimumGuaranteed Income

If you elect Income Protector, we base the amount ofminimum income available to you upon a calculation we callthe Income Benefit Base. Your Income Benefit Base is equalto your contract value on the date of election. IncomeProtector is effective on either the date of issue of thecontract or at the contract anniversary following yourelection of Income Protector.

The Income Benefit Base is only a calculation. It does notrepresent a contract value, nor does it guaranteeperformance of the Variable Portfolios in which you invest.

Your Income Benefit Base increases if you make subsequentPurchase Payments and decreases if you withdraw moneyfrom your contract. The Income Benefit Base is equal to(a) plus (b) minus (c) where:

(a) is equal to, for the first year of calculation, yourinitial Purchase Payment, or for each subsequentyear of calculation, the Income Benefit Base on theprior contract anniversary, and;

(b) is equal to the sum of all subsequent PurchasePayments made into the contract since the date ofelection, and;

54

(c) is equal to all withdrawals and applicable fees andcharges since the date of election, in an amountproportionate to the amount by which suchwithdrawals decreased your contract value.

In order to obtain the benefit of Income Protector, you maynot begin the Income Phase for at least 10 years followingelection. You may not elect this feature if the requiredwaiting period before beginning the Income Phase wouldoccur later than your Latest Annuity Date.

Re-Set of Your Income Protector Benefit

You may also have the opportunity to “Re-Set” your IncomeBenefit Base. The Re-Set feature allows you to increaseyour Income Benefit Base to the amount of your contractvalue on your next contract anniversary. You can onlyRe-Set within the 30 days before your next contractanniversary. Upon a Re-Set, the waiting period before youcan begin the Income Phase will start over. In addition, theIncome Protector fee will be charged as a percentage ofyour Re-Set Income Benefit Base. You may not elect toRe-Set if the required waiting period before beginning theIncome Phase would occur later than your Latest AnnuityDate.

Electing to Receive Income Payments

You may elect to begin the Income Phase of your contractusing the Income Protector Program only within the 30 daysafter the 10th or later contract anniversary following theeffective date of electing Income Protector or Re-Set, ifapplicable.

The Income Benefit Date is the contract anniversary date onwhich the Income Benefit is calculated and applied. This isthe date as of which we calculate your Income Benefit Baseto use in determining your guaranteed minimum incomepayments. To arrive at the minimum guaranteed incomepayments available to you, we apply the annuity rates statedin your Income Protector Endorsement for the income optionyou select to your final Income Benefit Base. You thenchoose if you would like to receive that income annually,quarterly or monthly for the time guaranteed under yourselected annuity option. Your final Income Benefit Base isequal to (a) minus (b) where:

(a) is your Income Benefit Base as of your IncomeBenefit Date, and;

(b) is any withdrawal charges calculated as if you fullysurrender your contract as of the Income BenefitDate, and any applicable premium taxes.

The annuity income options available under this featurewhen using Income Protector to receive your guaranteedincome payments are:

• Life Annuity with 10 Year Period Certain, or

• Joint and 100% Survivor Annuity with 20 YearPeriod Certain

At the time you elect to begin receiving annuity incomepayments, we will calculate your annual guaranteed incomepayments using both your final Income Benefit Base andyour contract value. We will use the same income option foreach calculation; however, the annuity factors used tocalculate your guaranteed income payments under IncomeProtector will be different. You will receive whicheverprovides a greater stream of income. If you annuitize usingIncome Protector, your annuity income payments will befixed in amount. You are not required to use IncomeProtector to receive income payments. However, we will notrefund fees paid for Income Protector if you annuitize underthe annuity provisions of your contract.

You may never need to rely upon the Income Protector, ifyour contract performs within a historically anticipatedrange. However, past performance is no guarantee of futureresults.

Fees Associated with the Income Protector Program

The fee is 0.10% of the Income Benefit Base. We deduct theannual fee from your contract value. If you elect IncomeProtector at issue, we begin deducting the annual fee onyour first contract anniversary. If you elect the feature atsome later date, we begin deducting the annual fee on thecontract anniversary following the date of election. Upon aRe-Set, the fee will be charged based upon your Re-SetIncome Benefit Base.

It is important to note that once you elect Income Protector,you may not cancel your election. We will deduct the chargefrom your contract value on every contract anniversary upto and including your Income Benefit Date. Additionally, wededuct the full annual fee from your contract value uponsurrender.

Note to Qualified Contract Holders

Qualified contracts generally require that you select anannuity income option that does not exceed your lifeexpectancy. That restriction, if it applies to you, may limitthe benefit of Income Protector. To utilize Income Protector,you must take annuity income payments under one of thetwo annuity income options described above. If thoseannuity income options exceed your life expectancy, youmay be prohibited from receiving your guaranteed incomepayments under the feature. If you own a Qualified contractto which this restriction applies and you elect IncomeProtector, you may pay for this feature and not be able torealize the benefit.

You should consult your tax advisor for informationconcerning your particular circumstances.

55

MARKETLOCK AND MARKETLOCK FOR TWOEXTENSION PARAMETERS

The information below is important to you if you purchaseda contract between August 31, 2005 and May 1, 2009 andyou elected the MarketLock living benefit or if youpurchased a contract between July 10, 2006 and April 30,2008 and you elected MarketLock For Two living benefit.As described in the prospectus, the initial MAV EvaluationPeriod ends after the tenth contract year. On or about yourtenth contract anniversary you will have an opportunity toextend the MAV Evaluation Period (the “Extension”) for anadditional ten years. In choosing the Extension, your fee willchange as detailed below. No other parameters or terms ofyour current benefit will change as a result of theExtension.

If you do not wish to elect the Extension, no further actionis required by you. Your benefit will continue withoutchange. You will continue to pay the same fee and can takethe Maximum Annual Withdrawal Amount in effect at theend of the MAV Evaluation Period. However, your MAVBenefit Base will no longer be adjusted for higheranniversary values. Please note that if you do not elect theExtension when it is offered, you will not be permitted toextend the MAV Evaluation Period in the future.

As with all important financial decisions, we recommendthat you discuss this with your financial representative.

For information on the MarketLock or MarketLock For Twoliving benefit you elected at the time of purchase, pleasesee the MarketLock or MarketLock For Two sectionunder OPTIONAL LIVING BENEFITS in theprospectus.

How do I elect the Extension?

To elect the Extension, you must complete the ElectionForm you will receive. The terms of the Extension forcontracts purchased between the dates noted above for theapplicable features are detailed below. The MAV EvaluationPeriod may be extended for an additional 10 year period.

What is the fee if I elect the Extension?

If you elect the MarketLock Extension, the fee for theliving benefit will be increased by 0.25% as follows:

CurrentAnnualized Fee

Annualized FeeAfter Extension

0.65% 0.90%

If you elect the MarketLock For Two Extension, the feefor the living benefit will be increased by 0.25% as follows:



0.40% prior to your 1st withdrawal 0.65% prior to your 1st withdrawal

0.80% after your 1st withdrawal 1.05% after your 1st withdrawal

As a reminder, you also have the option to cancel yourMarketLock or MarketLock For Two living benefit on your

tenth contract anniversary, or any contract anniversarythereafter. If you elect to cancel your living benefit, you willno longer receive the guarantees of the MarketLock orMarketLock For Two benefit and you will no longer becharged the fee.

MARKETLOCK INCOME PLUS, MARKETLOCK FORLIFE PLUS AND MARKETLOCK FOR LIFE

EXTENSION PARAMETERS

The information below is important to you if you purchaseda contract between May 4, 2009 and January 18, 2010 andyou elected the MarketLock Income Plus or MarketLockFor Life Plus living benefit or if you purchased a contractbetween May 4, 2009 and January 20, 2012 and youelected the MarketLock For Life living benefit. Asdescribed in the prospectus you received when youpurchased the contract, the initial Income Base EvaluationPeriod and the initial Income Credit Period (not applicableto MarketLock For Life) end after the fifth contract year.On or about your fifth contract anniversary, you have anopportunity to extend the Income Base Evaluation Periodand the Income Credit Period, if applicable, for an additionalfive years (the “Extension”) depending on whichMarketLock feature you elected at the time of purchase:

MarketLock Feature Contract Purchase Dates

MarketLock Income Plus May 4, 2009 – January 18, 2010

MarketLock For Life Plus May 4, 2009 – January 18, 2010

MarketLock For Life May 4, 2009 – January 20, 2012

In choosing the Extension, your fee and investmentrequirements will change as detailed below. No otherparameters or terms of your current benefit will change as aresult of the Extension.

If you do not wish to elect the Extension, no further actionis required by you. Your living benefit will continue withoutchange. You will continue to pay the same fee and can takethe Maximum Annual Withdrawal Amount in effect at theend of the Income Base Evaluation Period. You will alsohave the same investment requirements. However, yourIncome Base will no longer be adjusted for higheranniversary values or income credits (not applicable toMarketLock For Life). Please note that if you do not electthe Extension on or about your fifth anniversary, you willnot be permitted to extend the Income Base Evaluation andIncome Credit Periods, if applicable, in the future.

As a reminder, you also have the option to cancel your livingbenefit on your fifth or tenth anniversaries, or anyanniversary after the tenth. If you elect to cancel your livingbenefit, you will no longer receive the guarantees of theliving benefit and you will no longer be charged the fee.


For information on the MarketLock Feature you elected atpurchase, please see the MarketLock Income Plus,

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MarketLock For Life Plus and MarketLock For Lifeunder OPTIONAL LIVING BENEFITS.


To elect the Extension, you must complete the ElectionForm we send you. If you elected the MarketLock IncomePlus or MarketLock For Life Plus living benefit, both theIncome Base Evaluation Period and the Income CreditPeriod may be extended for an additional 5 year period. Ifyou elected the MarketLock For Life living benefit, theIncome Base Evaluation Period may be extended for anadditional 5 year period.

As a reminder, the Income Base Evaluation Period refers tothe period of time over which we consider anniversaryvalues and the Income Credit Period refers to the period oftime over which we calculate a potential Income Credit.These components are used to calculate the Income Base,which determines your Maximum Annual WithdrawalAmount.


If you elect MarketLock Income Plus Extension, the feefor the living benefit will be increased by 0.10% as follows:

Number ofCovered Persons

Current Annualized Fee(calculated as apercentage of

the Income Base)

Annualized Fee AfterExtension

(calculated as apercentage of the Income

Base)

One 1.10% 1.20%

Two 1.35% 1.45%

If you elect MarketLock For Life Plus Extension, the feefor the living benefit will be increased by 0.25% for OneCovered Person and 0.20% for Two Covered Persons asfollows:



the Income Base)



Base)

One 0.95% 1.20%

Two 1.25% 1.45%

If you elect MarketLock For Life Extension, the fee forthe living benefit will be increased by 0.25% as follows:



the Income Base)



Base)

One 0.70% 0.95%

Two 0.95% 1.20%

What are the investment requirements if I elect theExtension?

The Investment Requirements for the Extension aredifferent from, and are more restrictive than, the InvestmentRequirements of your current MarketLock Income Plus,MarketLock For Life Plus or MarketLock For Life living

benefit. If you elect the Extension, you must allocate yourassets in accordance with one of the following options:

Option 1 Up to 100% in one or more of the following:SunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioUltra Short Bond Portfolio

Option 2 At least 50% and up to 100% in one or more of the following:SunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioUltra Short Bond Portfolio

Up to 50% in one or more of the following VariablePortfolios:

American Funds Asset Allocation SASTAsset AllocationBalanced (JPM)Franklin Income VIP FundSA MFS Total Return

Option 3 25% SunAmerica Dynamic Allocation Portfolio and25% SunAmerica Dynamic Strategy Portfolio and

50% in one of the following Models:Polaris Portfolio Allocator Models*:Model 1, Model 2 or Model 3* Please see the allocations for the currently available Polaris

Portfolio Allocator Models above.

Option 4 At least 50% and up to 100% in one or more of the following:SunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioUltra Short Bond Portfolio

Up to 50% in accordance with the requirements outlined inthe table below:

InvestmentGroup



A. Bond,Cashand FixedAccounts


Corporate BondGlobal BondGovernment and Quality BondReal ReturnSA JPMorgan MFS Core BondDCA Fixed Accounts6-Month DCA1-Year DCA2-Year DCAFixed Accounts1-Year Fixed (if available)

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InvestmentGroup



B. EquityMaximum


Aggressive GrowthAmerican Funds Asset Allocation SASTAmerican Funds Global Growth SASTAmerican Funds Growth SASTAmerican Funds Growth-Income SASTAsset AllocationBalanced1

BalancedBlue Chip GrowthCapital AppreciationColumbia VP-Asset Allocation Fund1

Columbia VP-Dividend Opportunity Fund1

Columbia VP-Income Opportunities Fund1

Columbia VP-Mid Cap Growth Fund1

Columbia VP-Select International EquityFund1

Conservative Growth“Dogs” of Wall StreetEquity OpportunitiesForeign ValueFranklin Founding Funds Allocation VIP

FundFranklin Income VIP FundFundamental GrowthGlobal EquitiesGrowthGrowth-IncomeHigh Yield BondInternational Diversified EquitiesInternational Growth and IncomeInvesco V.I. American Franchise Fund,



Series II SharesLord Abbett Growth and IncomeSA AB GrowthSA Legg Mason BW Large Cap ValueSA Marsico Focused GrowthSA MFS Massachusetts Investors TrustSA MFS Total ReturnSmall & Mid Cap ValueStrategic GrowthTelecom UtilityVP Loomis Sayles Growth Fund1

C. LimitedEquity


Capital GrowthColumbia VP-Large Cap Growth Fund1

Columbia VP-Small Company GrowthFund1

Emerging MarketsGrowth OpportunitiesMid-Cap GrowthNatural ResourcesReal EstateSmall Company ValueTechnology

1 Only available if you purchased your contract through Banc of AmericaInvestment Services, Inc.

DEATH BENEFITS

If you die during the Accumulation Phase of your contract,we pay a death benefit to your Beneficiary.

We do not pay a death benefit if you die after you begin theIncome Phase; your Beneficiary would receive any remainingguaranteed annuity income payments in accordance with theannuity income option you selected. Please see ANNUITYINCOME OPTIONS below.

If the contract is owned by a trust or any other non-naturalperson, we will treat the death of the Primary Annuitant asthe death of any Owner.

If your contract value is reduced to zero as a result ofreceiving guaranteed withdrawals under a living benefitfeature, no death benefit will be paid. Please seeOPTIONAL LIVING BENEFITS above.

You designate your Beneficiary(ies) who will receive anydeath benefit payments. You may change the Beneficiary atany time. If your contract is jointly owned, the survivingjoint Owner is the sole Beneficiary. Joint Annuitants, if any,when the Owner is a non-natural person shall be eachother’s sole Beneficiary, except when the Owner is acharitable remainder trust. In designating your Beneficiary,you may impose restrictions on the timing and manner ofthe payment of death benefits. Those restrictions can governthe payment of the death benefit.

If any contract is owned by a trust, whether as an agent fora natural person or otherwise, you should consider thecontractual provisions that apply, including provisions thatapply in the event of the death or change of an Annuitant,in determining whether the contract is an appropriate trustinvestment. You may wish to consult with your tax and/orlegal adviser.

We calculate and pay the death benefit when we receive allrequired paperwork and satisfactory proof of death in GoodOrder. All death benefit calculations discussed below aremade as of the day a death benefit request is received by usin Good Order at the Annuity Service Center, (includingsatisfactory proof of death) if the request is received beforeMarket Close. If the death benefit request is received afterMarket Close, the death benefit calculations will be as of thenext NYSE business day. If the death benefit request is notreceived by us in Good Order or if notification of the deathis made by the Beneficiary prior to submitting all requiredpaperwork and satisfactory proof of death, the Beneficiarymay have the option of transferring the entire contract valueto the a money market or similar portfolio, or availableFixed Account by contacting the Annuity Service Center. Weconsider due proof of death in Good Order to be satisfactorywritten proof of death which may include: (1) a certifiedcopy of the death certificate; (2) a certified copy of adecree of a court of competent jurisdiction as to the findingof death; or (3) a written statement by a medical doctorwho attended the deceased at the time of death.

For contracts in which the aggregate of all PurchasePayments in contracts issued by the Company or itsaffiliate, The United States Life Insurance Company in theCity of New York, to the same Owner/Annuitant are inexcess of $1,500,000, we reserve the right to limit the deathbenefit amount that is in excess of contract value at thetime we receive all paperwork and satisfactory proof ofdeath. Any limit on the maximum death benefit payablewould be mutually agreed upon in writing by you and theCompany prior to purchasing the contract.

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Effective January 15, 2016, if you have elected a livingbenefit feature, we will not accept subsequent PurchasePayments on or after the 5th contract anniversary fromyour contract issue date.

If a Beneficiary does not elect a settlement option, within60 days of our receipt of all required paperwork andsatisfactory proof of death received by us in Good Order, wepay a lump sum death benefit by check to the Beneficiary’saddress of record, unless otherwise required by state law.

The death benefit must be paid within 5 years of the date ofdeath unless the Beneficiary elects to have it payable in theform of an annuity income option. If the Beneficiary electsan annuity income option, it must be paid over theBeneficiary’s lifetime or for a period not extending beyondthe Beneficiary’s life expectancy. Payments must beginwithin one year of your death.

If the Beneficiary is the spouse of a deceased owner, he orshe can elect to continue the contract at the then currentvalue. Please see SPOUSAL CONTINUATION below.

BENEFICIARY CONTINUATION PROGRAMS

Extended Legacy Program

The Extended Legacy Program, if available, can allow aBeneficiary to an existing contract issued by the Companyto take the death benefit amount in the form of withdrawalsover a longer period of time, with the flexibility to withdrawmore than the IRS required minimum distribution. TheBeneficiary may elect the Extended Legacy Program on theDeath Claim Form. The Extended Legacy Guide includesimportant information regarding the program offered toBeneficiaries on or after September 20, 2010. The ExtendedLegacy Guide may be requested from the Annuity ServiceCenter.

We will send the Beneficiary a prospectus which describesthe investment options and administrative features availableunder the Extended Legacy Program along with theExtended Legacy Guide. The prospectus that the Beneficiarywill receive may be for a different product than the originalOwner purchased. Upon election of the Extended LegacyProgram, the contract continues in the original Owner’sname for the benefit of the Beneficiary. Generally, IRSrequired minimum distributions must be made at leastannually over a period not to exceed the Beneficiary’s lifeexpectancy as determined in the calendar year after theOwner’s death. Payments must begin no later than the firstanniversary of death for Non-Qualified contracts orDecember 31st of the year following the year of death forIRAs. Your Beneficiary cannot participate in the ExtendedLegacy Program if he/she has already elected anothersettlement option.

If the Beneficiary elects to participate in this program andthe contract value is less than the death benefit amount asof the date we receive satisfactory proof of death and allrequired paperwork, we will increase the contract value bythe amount which the death benefit exceeds contract value.

There are certain restrictions applicable to the ExtendedLegacy Program. The Extended Legacy Program cannot beelected with rollover contracts from other companies. NoPurchase Payments are permitted. Living Benefits andDeath Benefits that may have been elected by the originalOwner are not available and any charges associated withthese features will no longer be deducted. In the event ofthe Beneficiary’s death, any remaining contract value will bepaid to the person(s) named by the Beneficiary. Thecontract may not be assigned and ownership may not bechanged or jointly owned.

We may offer Variable Portfolios currently available underthe Separate Account to the Beneficiary upon election of theExtended Legacy Program. These Variable Portfolios maydiffer from those available to the original Owner; inaddition, the Variable Portfolios may be of a different shareclass subject to higher 12b-1 fees. The Beneficiary maytransfer funds among the Variable Portfolios. Any FixedAccounts that may have been available to the originalOwner will no longer be available for investment to theBeneficiary.

If the Beneficiary elects the Extended Legacy Program, wewill charge a lower annual Separate Account Charge of1.15%. This charge is deducted daily from the average dailyending net asset value allocated to the Variable Portfolios.The Beneficiary may withdraw all or a portion of thecontract value at any time and withdrawals are not subjectto withdrawal charges. Additionally, the Beneficiary maychoose to participate in the Systematic Withdrawal Programand the Automatic Asset Rebalancing Program.

Beneficiaries that elected the Extended Legacy Programprior to September 20, 2010 will continue to be charged thesame Separate Account Charge as described above underSEPARATE ACCOUNT EXPENSES and will continue tobe offered the same Variable Portfolios as the originalOwner.

5-Year Settlement Option

The Beneficiary may also elect to receive the death benefitunder a 5-year settlement option. The Beneficiary may takewithdrawals as desired, but the death benefit proceeds mustbe distributed by December 31st of the year containing thefifth anniversary of death. For IRAs, the 5-year settlementoption is not available if the date of death is after therequired beginning date for distributions (April 1 of theyear following the year the original Owner reaches the ageof 70½).

Please consult a qualified adviser regarding taximplications about your particular circumstances if youare considering one of these Beneficiary Continuationoptions.

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DEATH BENEFIT DEFINED TERMS

The term “Net Purchase Payment” is used frequently indescribing the death benefit payable. Net Purchase Paymentis an on-going calculation. It does not represent a contractvalue.

We determine Net Purchase Payments as PurchasePayments less adjustments for withdrawals. Net PurchasePayments are increased by the amount of subsequentPurchase Payments, if any, and reduced for withdrawals, ifany, in the same proportion that the contract value wasreduced on the date of such withdrawal.

The term “Withdrawal Adjustment” is used, if you haveelected a Living Benefit, to describe the way in which theamount of the death benefit will be adjusted for withdrawalsdepending on when you take a withdrawal and the amountof the withdrawal. If cumulative withdrawals for the currentcontract year are taken prior to your 81st birthday and areless than or equal to the Maximum Annual WithdrawalAmount, the amount of adjustment will equal the amount ofeach withdrawal. If a withdrawal is taken prior to your 81stbirthday and cumulative withdrawals for the currentcontract year are in excess of the Maximum AnnualWithdrawal Amount, the contract value and the deathbenefit are first reduced by the Maximum AnnualWithdrawal Amount. The resulting death benefit is furtheradjusted by the withdrawal amount in excess of theMaximum Annual Withdrawal Amount by the percentage bywhich the Excess Withdrawal reduced the resulting contractvalue. If a withdrawal is taken on or after your 81stbirthday, the amount of adjustment is determined by thepercentage by which the withdrawal reduced the contractvalue.

The term “withdrawals” as used in describing the deathbenefit options is defined as withdrawals and the fees andcharges applicable to those withdrawals.

The Company does not accept Purchase Payments fromanyone age 86 or older. Therefore, the death benefitcalculations assume that no Purchase Payments are receivedon or after your 86th birthday. We will not acceptsubsequent Purchase Payments on or after the 5th contractanniversary if you have elected a Living Benefit feature.

The death benefit is calculated differently depending onwhether you have also elected one of the Living Benefitsdescribed above.

The following is a description of the MaximumAnniversary Value death benefit for contracts issued onor after May 1, 2009:

MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT

The death benefit is calculated differently depending onwhether you have also elected one of the Living Benefitsdescribed above. In addition, you may also elect the optionalEstatePlus feature, described below. These elections must bemade at the time you purchase your contract and once

made, cannot be changed or terminated. You may pay forthe optional EstatePlus feature and your Beneficiary maynever receive the benefit once you begin the Income Phase.

The following describes the death benefit withoutelection of a Living Benefit:

The death benefit is the greatest of:

1. Contract value; or

2. Net Purchase Payments; or

3. Maximum anniversary value on any contractanniversary prior to the earlier of your 83rd birthdayor date of death, plus Purchase Payments receivedsince that anniversary; and reduced for anywithdrawals since that anniversary in the sameproportion that the withdrawal reduced the contractvalue on the date of such withdrawal. Theanniversary value for any year is equal to thecontract value on the applicable contractanniversary.

If the contract is issued on or after your 83rd birthday butprior to your 86th birthday, the death benefit is the greaterof contract value or Net Purchase Payments.

The following describes the death benefit with electionof a Living Benefit:



2. Purchase Payments reduced by:

a. any Withdrawal Adjustments, if the LivingBenefit has not been terminated: or

b. any Withdrawal Adjustments, prior to the datethe Living Benefit is terminated; and reduced forany withdrawals in the same proportion that thewithdrawal reduced the contract value on thedate of such withdrawal on or after the date theLiving Benefit is terminated; or

3. Maximum anniversary value on any contractanniversary prior to the earlier of your 83rd birthdayor date of death, plus Purchase Payments receivedsince that contract anniversary; and reduced by:

a. any Withdrawal Adjustments since that contractanniversary, if the Living Benefit has not beenterminated: or

b. any Withdrawal Adjustments since that contractanniversary, prior to the date the Living Benefitis terminated; and reduced for any withdrawalsin the same proportion that the withdrawalreduced the contract value on the date of suchwithdrawal on or after the date the LivingBenefit is terminated.

The anniversary value for any year is equal to thecontract value on the applicable anniversary.

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If the contract is issued on or after your 83rd birthday butprior to your 86th birthday, the death benefit is the greaterof:


2. The lesser of:

a. Net Purchase Payments; or

b. 125% of contract value.

The following is a description of the MaximumAnniversary Value death benefit option for contractsissued between June 2, 2004 and April 30, 2009:

If the contract is issued prior to your 83rd birthday, thedeath benefit is the greatest of:



2. Net Purchase Payments; or

3. Maximum anniversary value on any contractanniversary prior to your 83rd birthday. Theanniversary value equals the contract value on acontract anniversary in the same proportion that thecontract value was reduced on the date of suchwithdrawal, and adjusted for any Net PurchasePayments since that anniversary.

If the contract is issued on or after your 83rd birthday butbefore your 86th birthday, the death benefit is greater of:


2. The lesser of:

a. Net Purchase Payments; or


The following is applicable to the Maximum AnniversaryValue death benefit option for contracts issued betweenJune 2, 2004 and May 1, 2007:

Under the Maximum Anniversary Value option, if you die onor after your 90th birthday, the death benefit is equal toyour contract value. Accordingly, you will not get anybenefit from this option if you are age 90 or older at thetime of death.

The following is a description of the MaximumAnniversary Value death benefit option for contractsissued between October 24, 2001 and June 1, 2004:



2. Net purchase Payments; or

3. Maximum anniversary value on any contractanniversary prior to your 81st birthday plus anyPurchase Payments since that contract anniversary;and reduced for any withdrawals since the contractanniversary in the same proportion that eachwithdrawal reduced the contract value on the date ofthe withdrawal.

If you are age 90 or older at the time of death and selectedthe Maximum Anniversary Value death benefit, the deathbenefit will be equal to contract value. Accordingly, you willnot get any benefit from this option if you are age 81 orolder at the time of contract issue or you are age 90 orolder at the time of your death.

The following is a description of the MaximumAnniversary Value death benefit for contracts issuedprior to October 24, 2001:



2. Total Purchase Payments less withdrawals; or

3. Maximum anniversary value on any contractanniversary prior to your 81st birthday. Theanniversary value equals the contract value on acontract anniversary plus any Purchase Paymentsand less any withdrawals, since that contractanniversary.

If you are age 90 or older at the time of death and selectedthe Maximum Anniversary Value death benefit, the deathbenefit will be equal to contract value. Accordingly, you willnot get any benefit from this option if you are age 81 orolder at the time of contract issue or you are age 90 orolder at the time of your death.

The following is a description of the Combination HV &Roll-Up death benefit for contracts issued on or afterMay 1, 2009:

OPTIONAL COMBINATION HV & ROLL-UP DEATHBENEFIT

If you elect the Combination HV & Roll-Up deathbenefit, you may not elect the EstatePlus death benefit,a Living Benefit or any available Fixed Account(s). Foran additional fee, you may elect the optional CombinationHV & Roll-Up death benefit which can provide greaterprotection for your Beneficiaries. You may only elect thisdeath benefit at the time you purchase your contract andonce elected, the Owner cannot change the electionthereafter at any time. The fee for the optional CombinationHV & Roll-Up death benefit is 0.50% of the average dailynet asset value allocated to the Variable Portfolios. You maypay for this optional death benefit and your Beneficiary maynever receive the benefit once you begin the Income Phase.The Combination HV & Roll-Up death benefit can only beelected prior to your 76th birthday at contract issue. It isnot available for election in Washington.



2. The Maximum anniversary value on any contractanniversary prior to the earlier of your 85th birthdayor date of death, adjusted for any Net PurchasePayments since that anniversary. The anniversaryvalue for any year is equal to the contract value onthe applicable contract anniversary.

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3. Net Purchase Payments received prior to your 80thbirthday accumulated at 5% through the earliest of:

(a) 15 years after the contract date; or

(b) The day before your 80th birthday; or

(c) The date of death,

adjusted for Net Purchase Payments received afterthe timeframes outlined in (a)-(c). Net PurchasePayments received after the timeframes outlined in(a)-(c) will not accrue at 5%.

The following is a description of the Purchase PaymentAccumulation death benefit option for contracts issuedbetween June 2, 2004 and April 30, 2009:

Purchase Payment Accumulation Option



2. Net Purchase Payments, compounded at 3% annualgrowth rate to the earlier of the 75th birthday orthe date of death, reduced for withdrawals after the75th birthday in the same proportion that thecontract value was reduced on the date of suchwithdrawal, and adjusted for Purchase Paymentsreceived after the 75th birthday; or

3. Contract value on the seventh contract anniversary,reduced for withdrawals since the seventh contractanniversary in the same proportion that the contractvalue was reduced on the date of such withdrawal,and adjusted for Purchase Payments received afterthe seventh contract anniversary.

Purchase Payment Accumulation is not available inWashington.

The following is a description of the Purchase PaymentAccumulation death benefit option for contracts issuedbetween October 24, 2001 and June 1, 2004:



2. Net purchase Payments compounded at a 4% annualgrowth rate until the date of death (3% growth rateif age 70 or older at the time of contract issue) plusany Purchase Payment recorded after the date ofdeath; and reduced for any withdrawals on the sameproportion that the withdrawal reduced contractvalue on the date of the withdrawal; or

3. Contract value on the seventh contract anniversary,plus any Purchase Payments since the seventhcontract anniversary; and reduced for anywithdrawal since the seventh contract anniversary inthe same proportion that each withdrawal reducedthe contract value on the date of the withdrawal, allcompounded at a 4% annual growth rate until thedate of death (3% growth rate if age 70 or older atthe time of contract issue) plus any Purchase

Payments recorded after the date of death; andreduced for each withdrawal recorded after the dateof death in the same proportion that eachwithdrawal reduced the contract value on the date ofthe withdrawal.

The following is a description of the Purchase PaymentAccumulation death benefit option for contracts wasissued prior to October 24, 2001:



2. Total Purchase Payments less withdrawals,compounded at a 4% annual growth rate until thedate of death (3% growth rate if age 70 or older atthe time of contract issue)plus any PurchasePayments less withdrawal recorded after the date ofdeath; or

3. Contract value on the seventh contract anniversary,plus any Purchase Payments and less anywithdrawals, since the seventh contact anniversary,all compounded at a 4% annual growth rate until thedate of death (3% growth rate if age 70 or older atthe time of contract issue) plus any PurchasePayments less withdrawals recorded after the dateof death.

OPTIONAL ESTATEPLUS BENEFIT

EstatePlus, an optional earnings enhancement benefit ofyour contract, may increase the death benefit amount if youhave earnings in your contract at the time of death. The feefor the benefit is 0.25% of the average daily ending netasset value allocated to the Variable Portfolios. EstatePlus isnot available if you are age 81 or older at the time weissued your contract. EstatePlus was not available if youelected the Combination HV & Roll-Up death benefit. Thisbenefit is not available for election in New York andWashington.

You must have elected EstatePlus at the time we issuedyour contract and you may not terminate this election.Furthermore, EstatePlus is not payable after the LatestAnnuity Date. You may pay for EstatePlus and yourBeneficiary may never receive the benefit if you live pastthe Latest Annuity Date.

We will add a percentage of your contract earnings(the “EstatePlus Percentage”), subject to a maximum dollaramount (the “Maximum EstatePlus Benefit”), to the deathbenefit payable. The contract year of your death willdetermine the EstatePlus Percentage and the MaximumEstatePlus Benefit.

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The table below applies to contracts issued prior to your70th birthday:

Contract Yearof Death

EstatePlusPercentage

MaximumEstatePlus Benefit

Years 0 – 4 25% of Earnings 40% of Net PurchasePayments

Years 5 – 9 40% of Earnings 65% of Net PurchasePayments*

Years 10+ 50% of Earnings 75% of Net PurchasePayments*

The table below applies to contracts issued on or after your70th birthday but prior to your 81st birthday:




All ContractYears

25% of Earnings 40% of Net PurchasePayments*

* Purchase Payments received after the 5th contract anniversary mustremain in the contract for at least 6 full months to be included as partof Net Purchase Payments for the purpose of the Maximum EstatePlusBenefit.

What is the Contract Year of Death?

Contract Year of Death is the number of full 12-monthperiods during which you have owned your contract endingon the date of death. Your Contract Year of Death is usedto determine the EstatePlus Percentage and MaximumEstatePlus Benefit as indicated in the table above.

What is the EstatePlus Percentage?

We determine the EstatePlus benefit using the EstatePlusPercentage, indicated in the table above, which is a specifiedpercentage of the earnings in your contract on the date ofdeath. For the purpose of this calculation, earnings equalscontract value minus Net Purchase Payments as of the dateof death. If there are no earnings in your contract at thetime of death, the amount of your EstatePlus benefit will bezero.

What is the Maximum EstatePlus Benefit?

The EstatePlus benefit is subject to a maximum dollaramount. The Maximum EstatePlus Benefit is equal to aspecified percentage of your Net Purchase Payments, asindicated in the table above.

A Continuing Spouse may continue EstatePlus if they areage 80 or younger on the Continuation Date or terminatethe benefit. If a Continuing Spouse is age 81 or older on theContinuation Date, they may continue the contract only andmay not continue the EstatePlus feature. If the ContinuingSpouse terminates EstatePlus or dies after the LatestAnnuity Date, no EstatePlus benefit will be payable to theContinuing Spouse’s Beneficiary. Please see SPOUSALCONTINUATION below.

SPOUSAL CONTINUATION

The Continuing Spouse may elect to continue the contractafter your death. Generally, the contract, its benefits andelected features, if any, remain the same. The Continuing

Spouse is subject to the same fees, charges and expensesapplicable to the original Owner of the contract. A spousalcontinuation can only take place once, upon the death of theoriginal Owner of the contract.

Non-spousal joint Owners (which can include DomesticPartners) who jointly own or are Beneficiaries of a contractshould consult with their tax adviser and/or financialrepresentative as, under current tax law, they are noteligible for spousal continuation of the contract.

If the Continuing Spouse terminates the optionalCombination HV & Roll-Up death benefit on theContinuation Date, no optional Combination HV & Roll-Updeath benefit will be payable to the Continuing Spouse’sBeneficiary.

To the extent that the Continuing Spouse invests in theVariable Portfolios, he/she will be subject to investment riskas was the original Owner.

Upon a spousal continuation, we will contribute to thecontract value an amount by which the death benefit thatwould have been paid to the Beneficiary upon the death ofthe original Owner, exceeds the contract value as of theGood Order date (“Continuation Contribution”), if any. Wewill add any Continuation Contribution as of the date wereceive both the Continuing Spouse’s written request tocontinue the contract and satisfactory proof of death of theoriginal Owner (“Continuation Date”) at the AnnuityService Center. The Continuation Contribution is notconsidered a Purchase Payment for the purposes of anyother calculations except the death benefit following theContinuing Spouse’s death. Generally, the age of theContinuing Spouse on the Continuation Date and on thedate of the Continuing Spouse’s death will be used indetermining any future death benefits under the contract.Please see the SPOUSAL CONTINUATION APPENDIXfor a discussion of the death benefit calculations upon aContinuing Spouse’s death.

Please see OPTIONAL LIVING BENEFITS above forinformation on the effect of Spousal Continuation onthese benefits.

EXPENSES

There are fees and expenses associated with your contractwhich reduce your investment return. We will not increasecertain contract fees, such as mortality and expense chargesor withdrawal charges for the life of your contract.Underlying Fund investment management fees may increaseor decrease. Some states may require that we charge lessthan the amounts described below. Please see the STATECONTRACT AVAILABILITY AND/OR VARIABILITYAppendix for state-specific expenses.

We intend to profit from the sale of the contracts. Our profitmay be derived as a result of a variety of pricing factorsincluding but not limited to the fees and charges assessedunder the contract and/or amounts we may receive from an

63

Underlying Fund, its investment adviser and/or subadvisers(or affiliates thereof). Please see PAYMENTS INCONNECTION WITH DISTRIBUTION OF THECONTRACT below. The fees, charges, amounts receivedfrom the Underlying Funds (or affiliates thereof) and anyresulting profit may be used for any corporate purposeincluding supporting marketing, distribution and/oradministration of the contract and, in its role as anintermediary, the Underlying Funds.

SEPARATE ACCOUNT EXPENSES

The annualized Separate Account expense is 1.52% of theaverage daily ending net asset value allocated to theVariable Portfolios. This charge compensates the Companyfor the mortality and expense risk and the costs of contractdistribution assumed by the Company.

Generally, the mortality risks assumed by the Company arisefrom its contractual obligations to make annuity incomepayments after the Annuity Date and to provide a deathbenefit. The expense risk assumed by the Company is thatthe costs of administering the contracts and the SeparateAccount will exceed the amount received from the fees andcharges assessed under the contract.

If these charges do not cover all of our expenses, we willpay the difference. Likewise, if these charges exceed ourexpenses, we will keep the difference. The mortality andexpense risk charge is expected to result in a profit. Profitmay be used for any cost or expense including supportingdistribution. Please see PAYMENTS IN CONNECTIONWITH DISTRIBUTION OF THE CONTRACT below.

WITHDRAWAL CHARGES

The contract provides a free withdrawal amount everycontract year. Please see ACCESS TO YOUR MONEYabove. You may incur a withdrawal charge if you take awithdrawal in excess of the free withdrawal amount and/orif you fully surrender your contract. Withdrawal Chargesreimburse us for the cost of contract sales, expensesassociated with issuing your contract and other acquisitionexpenses.

We apply a withdrawal charge schedule against eachPurchase Payment you contribute to the contract. After aPurchase Payment has been in the contract for 9 completeyears if you elected to participate in the Polaris Rewardsprogram, a withdrawal charge no longer applies to thatPurchase Payment. The withdrawal charge percentagedeclines over time for each Purchase Payment in thecontract. The withdrawal charge schedules are as follows:

Withdrawal Charge without the election of the PolarisRewards Program:

Years SincePurchase PaymentReceipt 1 2 3 4 5 6 7 8+

Withdrawal Charge 7% 6% 5% 4% 3% 2% 1% 0%

Withdrawal Charge with election of the Polaris RewardsProgram:

Years SincePurchase PaymentReceipt 1 2 3 4 5 6 7 8 9 10+

Withdrawal Charge 9% 9% 8% 7% 6% 5% 4% 3% 2% 0%

These higher potential withdrawal charges for the PolarisRewards program may compensate us for the expensesassociated with the program.

The Polaris Rewards program is designed for long terminvesting. We expect that if you remain committed to thisinvestment over the long term, we will profit as a result offees charged over the life of your contract. However, otherthan the withdrawal charge, no other fees or charges arehigher if you elect Polaris Rewards than the contractwithout an election of this program.

If you participate in the Polaris Rewards program, you willnot receive any deferred Payment Enhancement if you fullywithdraw a Purchase Payment or if you surrender yourcontract prior to the corresponding Deferred PaymentEnhancement Date.

Although we do not assess a withdrawal charge when youtake a 10% free withdrawal of the total invested amount wewill proportionally reduce the amount of any correspondingDeferred Payment Enhancement.

When calculating the withdrawal charge, we treatwithdrawals as coming first from the Purchase Paymentsthat have been in your contract the longest, which meansthe Purchase Payments that have the lowest WithdrawalCharge percentages. However, for tax purposes, per IRSrequirements, your withdrawals are considered as comingfirst from taxable earnings, then from Purchase Payments,which are not taxable if your contract is Non-Qualified.Please see ACCESS TO YOUR MONEY above.

If you take a partial withdrawal, you can choose whetherany applicable withdrawal charges are deducted from theamount withdrawn or from the contract value remainingafter the amount withdrawn. If you fully surrender yourcontract value, we deduct any applicable withdrawal chargesfrom the amount surrendered.

We will not assess a withdrawal charge when we pay adeath benefit, assess contract fees and/or when you switchto the Income Phase.

Withdrawals made prior to age 59½ may result in taxpenalties. Please see TAXES below.

UNDERLYING FUND EXPENSES

Investment Management Fees

Each Variable Portfolio purchases shares of a correspondingUnderlying Fund. The Accumulation Unit value for eachVariable Portfolio reflects the investment management feesand other expenses of the corresponding Underlying Funds.The Accumulation Unit value for Variable Portfolios thatinvest in Feeder Funds also will reflect the investment

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management fee and other expenses of the correspondingMaster Fund in which the Feeder Funds invest. These feesmay vary. They are not fixed or specified in your annuitycontract, rather the fees are set by the Underlying Funds’own board of directors.

12b-1 Fees

Certain Underlying Funds available in this product, includingthe Feeder Funds, assess a 12b-1 fee of 0.25% of theaverage daily net assets allocated to those UnderlyingFunds. Over time these fees will increase the cost of yourinvestment.

There is an annualized 0.25% fee applicable to Series IIshares of AIM Variable Insurance Funds (Invesco VariableInsurance Funds), Class 2 shares of the Principal VariableContracts Funds, Inc., Class 2 shares of the FranklinTempleton Variable Insurance Products Trust, Class 3shares of Anchor Series Trust, Seasons Series Trust andSunAmerica Series Trust and Class 2 shares of ColumbiaFunds Variable Insurance Trust I. This amount is generallyused to pay financial intermediaries for services providedover the life of your contract.

The 12b-1 fees compensate us for costs associated with theservicing of these shares, including, but not limited to,reimbursing us for expenditures we make to registeredrepresentatives in selling firms for providing services tocontract owners who are indirect beneficial owners of theseshares and for maintaining contract owner accounts.

There are deductions from and expenses paid out of theassets of each Underlying Fund. Detailed informationabout these deductions and expenses can be found inthe prospectuses for the Underlying Funds.

CONTRACT MAINTENANCE FEE

During the Accumulation Phase, we deduct a contractmaintenance fee of $35 from your contract once per year onyour contract anniversary. This charge compensates us forthe cost of administering your contract. The fee is deductedproportionately from your contract value on your contractanniversary by redeeming the number of AccumulationUnits invested in the Variable Portfolios and the dollaramount invested in available Fixed Accounts which in totalequal the amount of the fee. If you withdraw your entirecontract value, we will deduct the contract maintenance feefrom that withdrawal.

If your contract value is $50,000 or more on your contractanniversary date, we currently waive this fee. This waiver issubject to change without notice.

Please see STATE CONTRACT AVAILABILITYAND/OR VARIABILITY Appendix for the state-specificContract Maintenance Fee.

TRANSFER FEE

We permit 15 free transfers between investment optionseach contract year. We charge you $25 for each additionaltransfer that contract year. The transfer fee compensates usfor the cost of processing your transfer.

OPTIONAL LIVING BENEFIT FEES

Please see FEE TABLE above for a description of theoptional living benefit fees offered over time in this contract.

OPTIONAL COMBINATION HV & ROLL-UP DEATHBENEFIT FEE

The fee for the optional Combination HV & Roll-Up deathbenefit is 0.50% of the average daily net asset valueallocated to the Variable Portfolio(s).

OPTIONAL ESTATEPLUS FEE

The annualized fee for the optional EstatePlus benefit is0.25% of the average daily ending net asset value allocatedto the Variable Portfolio(s).

PREMIUM TAX

Certain states charge the Company a tax on PurchasePayments up to a maximum of 3.5%. These states permit usto either deduct the premium tax when you make aPurchase Payment or when you fully surrender yourcontract or begin the Income Phase. Please see the STATECONTRACT AVAILABILITY AND/OR VARIABILITYAppendix for a listing of the states that charge premiumtaxes, the percentage of the tax and distinctions in impacton Qualified and Non-Qualified contracts.

INCOME TAXES

We do not currently deduct income taxes from yourcontract. We reserve the right to do so in the future.

REDUCTION OR ELIMINATION OF FEES, EXPENSESAND ADDITIONAL AMOUNTS CREDITED

Sometimes sales of contracts to groups of similarly situatedindividuals may lower our fees and expenses. We reserve theright to reduce or waive certain fees and expenses when thistype of sale occurs. In addition, we may also creditadditional amounts to contracts sold to such groups. Wedetermine which groups are eligible for this treatment. Someof the criteria we evaluate to make a determination are sizeof the group; amount of expected Purchase Payments;relationship existing between us and the prospectivepurchaser; length of time a group of contracts is expected toremain active; purpose of the purchase and whether thatpurpose increases the likelihood that our expenses will bereduced; and/or any other factors that we believe indicatethat fees and expenses may be reduced.

The Company may make such a determination regardingsales to its employees, its affiliates’ employees andemployees of currently contracted broker-dealers; itsregistered representatives; and immediate family members of

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all of those described. Currently, the Company credits anadditional amount to contracts sold to the following groups:(1) employees of the Company and its affiliates, and theirimmediate family members; (2) appointed agents andregistered representatives of broker-dealers that sell theCompany’s and its affiliates’ variable contracts, and theagents’ and registered representatives’ immediate familymembers; (3) trustees of mutual funds offered in theCompany’s and its affiliates’ variable contracts. Theadditional amount credited to a contract sold to one of theabove individuals will generally equal the commissionpayable on the initial purchase payment for the contract.This means that the additional amount will generally be6.00% (4.00% if you elected Polaris Rewards) of the initialPurchase Payment.

Certain broker-dealers may limit crediting this additionalamount to employees only.

We reserve the right to modify, suspend or terminateany such determination or the treatment applied to aparticular group at any time.

PAYMENTS IN CONNECTION WITH DISTRIBUTIONOF THE CONTRACT

Payments We Make

We make payments in connection with the distribution ofthe contracts that generally fall into the three categoriesbelow.

Commissions. Registered representatives of affiliated andunaffiliated broker-dealers (“selling firms”) licensed underfederal securities laws and state insurance laws sell thecontract to the public. The selling firms have entered intowritten selling agreements with the Company and AIGCapital Services, Inc., the distributor of the contracts. Wepay commissions to the selling firms for the sale of yourcontract. The selling firms are paid commissions for thepromotion and sale of the contracts according to one ormore schedules. The amount and timing of commissions willvary depending on the selling firm and its selling agreementwith us. For example, as one option, we may pay upfrontcommission only, up to a maximum 7.75% of each PurchasePayment you invest (which may include promotionalamounts we may pay periodically as commission specials).Another option may be a lower upfront commission on eachPurchase Payment, with a trail commission of up to amaximum 1.50% of contract value annually for the life ofthe contract.

The registered representative who sells you the contracttypically receives a portion of the compensation we pay tohis/her selling firm, depending on the agreement betweenthe selling firms and its registered representative and theirinternal compensation program. We are not involved indetermining your registered representatives’ compensation.

Additional Cash Compensation. We may enter intoagreements to pay selling firms support fees in the form ofadditional cash compensation (“revenue sharing”). Theserevenue sharing payments may be intended to reimburse theselling firms for specific expenses incurred or may be basedon sales, certain assets under management, longevity ofassets invested with us and/or a flat fee. Asset-basedpayments primarily create incentives to service and maintainpreviously sold contracts. Sales-based payments primarilycreate incentives to make new sales of contracts.

These revenue sharing payments may be consideration for,among other things, product placement/preference andvisibility, greater access to train and educate the sellingfirm’s registered representatives about our contracts, ourparticipation in sales conferences and educational seminarsand for selling firms to perform due diligence on ourcontracts. The amount of these fees may be tied to theanticipated level of our access in that selling firm.

We enter into such revenue sharing arrangements in ourdiscretion and we may negotiate customized arrangementswith selling firms, including affiliated and non-affiliatedselling firms based on various factors. These specialcompensation arrangements are not offered to all sellingfirms and the terms of such arrangements may varybetween selling firms depending on, among other things, thelevel and type of marketing and distribution supportprovided, assets under management and the volume and sizeof the sales of our contracts.

If allowed by his or her selling firm, a registeredrepresentative or other eligible person may purchase acontract on a basis in which an additional amount is creditedto the contract. Please see REDUCTION ORELIMINATION OF FEES, EXPENSES ANDADDITIONAL AMOUNTS CREDITED above.

We provide a list of firms to whom we paid annual amountsgreater than $5,000 under these revenue sharingarrangements in 2015 in the Statement of AdditionalInformation which is available upon request.

Non-Cash Compensation. Some registered representativesand their supervisors may receive various types of non-cashcompensation such as gifts, promotional items andentertainment in connection with our marketing efforts. Wemay also pay for registered representatives to attendeducational and/or business seminars. Any suchcompensation is paid in accordance with SEC and FINRArules.

We do not assess a specific charge directly to you or yourseparate account assets in order to cover commissions andother sales expenses and incentives we pay. However, weanticipate recovering these amounts from our profits whichare derived from the fees and charges collected under thecontract. We hope to benefit from these revenue sharingarrangements through increased sales of our contracts andgreater customer service support.

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Revenue sharing arrangements may provide selling firmsand/or their registered representatives with an incentive tofavor sales of our contracts over other variable annuitycontracts (or other investments) with respect to which aselling firm does not receive the same level of additionalcompensation. You should discuss with your selling firmand/or registered representative how they arecompensated for sales of a contract and/or anyresulting real or perceived conflicts of interest. Youmay wish to take such revenue sharing arrangementsinto account when considering or evaluating anyrecommendation relating to this contract.

Payments We Receive

We and our affiliates may directly or indirectly receiverevenue sharing payments from the Trusts, their investmentadvisers, sub-advisers and/or distributors (or affiliatesthereof), in connection with certain administrative,marketing and other services we provide and relatedexpenses we incur. The availability of these revenue sharingarrangements creates an incentive for us to seek and offerUnderlying Funds (and classes of shares of such UnderlyingFunds) that pay us higher amounts. Other UnderlyingFunds (or available classes of shares) may have lower feesand better overall investment performance. Not all Trustspay the same amount of revenue sharing. Therefore, theamount of fees we collect may be greater or smaller basedon the Underlying Funds you select.

We and our affiliates generally receive three kinds ofpayments described below.

Rule 12b-1 or Service Fees. We receive 12b-1 fees of upto 0.25% or service fees of up to 0.50% of the average dailynet assets in certain Underlying Funds, including the FeederFunds. These fees are deducted directly from the assets ofthe Underlying Funds. Please see EXPENSES above.

Administrative, Marketing and Support Service Fees.We receive compensation of up to 0.525% annually based onassets under management from certain Trusts’ investmentadvisers, subadvisers and/or distributors (or affiliatesthereof). These payments may be derived, in whole or inpart, from the profits the investment adviser realizes on theinvestment management fees deducted from assets of theUnderlying Funds or wholly from the assets of theUnderlying Funds. Contract Owners, through their indirectinvestment in the Trusts, bear the costs of these investmentmanagement fees, which in turn will reduce the return onyour investment. The payments we receive are generallybased on assets under management from certain Trusts’investment advisers or their affiliates and vary by Trust.Some investment advisers, subadvisers and/or distributors(or affiliates thereof) pay us more than others. The amountmay be significant. Such amounts received from SAAMCo, awholly-owned subsidiary of AGL, are not expected to exceed0.50% annually based on assets under management.

Other Payments. Certain investment advisers, subadvisersand/or distributors (or affiliates thereof) may help offsetthe costs we incur for marketing activities and training tosupport sales of the Underlying Funds in the contract. Theseamounts are paid voluntarily and may provide such advisers,subadvisers and/or distributors access to national andregional sales conferences attended by our employees andregistered representatives. The amounts paid depend on thenature of the meetings, the number of meetings attended,the costs expected to be incurred and the level of theadviser’s, subadviser’s or distributor’s participation.

In addition, we (and our affiliates) may receive occasionalgifts, entertainment or other compensation as an incentive tomarket the Underlying Funds and to cooperate with theirmarketing efforts. As a result of these payments, theinvestment advisers, subadvisers and/or distributors (oraffiliates thereof) may benefit from increased access to ourwholesalers and to our affiliates involved in the distributionof the contract.

ANNUITY INCOME OPTIONS

THE INCOME PHASE

What is the Income Phase?

During the Income Phase, we use the money accumulated inyour contract to make regular payments to you. This isknown as “annuitizing” your contract. At this point, theAccumulation Phase ends. You will no longer be able to takewithdrawals of contract value and all other features andbenefits of your contract will terminate, including yourability to surrender your contract.

Beginning the Income Phase is an important event. Youhave different options available to you. You shoulddiscuss your options with your financial representativeand/or tax advisor so that together you may make thebest decision for your particular circumstances.

When does the Income Phase begin?

Generally, you can annuitize your contract any time afteryour second contract anniversary (“Annuity Date”) and onor before the Latest Annuity Date, defined below, bycompleting and mailing the Annuity Option Selection Formto our Annuity Service Center.

If you do not request to annuitize your contract on theAnnuity Date of your choice, your contract will beannuitized on the Latest Annuity Date. Your Latest AnnuityDate is defined as the later of the first NYSE business dayof the month following your 95th birthday or 10 years afteryour contract issue date, whichever is later. If your contractis jointly owned, the Latest Annuity Date is based on theolder Owner’s date of birth.

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How do I elect to begin the Income Phase?

You must select one of the annuity income payment options,listed below, that best meets your needs by mailing acompleted Annuity Option Selection Form to our AnnuityService Center. If you do not select an annuity incomepayment option, your contract will be annuitized inaccordance with the default annuity income payment optionspecified under Annuity Income Options below.

What is the impact on the Living and Death Benefits if Iannuitize?

Upon annuitizing the contract, the death benefit willterminate. In addition, upon annuitizing, any guaranteedwithdrawals under a Living Benefit feature will cease andwill be replaced by the annuity income payments. If yourcontract value is reduced to zero prior to annuitization as aresult of receiving guaranteed withdrawals under a LivingBenefit feature, your remaining payments under the LivingBenefit feature will be paid to you as an annuity. Pleasesee OPTIONAL LIVING BENEFITS and DEATHBENEFITS above.

ANNUITY INCOME OPTIONS

You must send a written request to our Annuity ServiceCenter to select an annuity income option. Once you beginreceiving annuity income payments, you cannot change yourannuity income option. If you elect to receive annuity incomepayments but do not select an annuity income option, yourannuity income payments shall be in accordance withOption 4 for a period of 10 years; for annuity incomepayments based on joint lives, the default is Option 3 for aperiod of 10 years. Generally, the amount of each annuityincome payment will be less with greater frequency ofpayments or if you chose a longer period certain guarantee.

We base our calculation of annuity income payments on thelife expectancy of the Annuitant and the annuity rates setforth in your contract. In most contracts, the Owner andAnnuitant are the same person. The Owner may change theAnnuitant if different from the Owner at any time prior tothe Annuity Date. The Owner must notify us if theAnnuitant dies before the Annuity Date and designate anew Annuitant. If we do not receive a new Annuitantelection, the Owner may not select an annuity income optionbased on the life of the Annuitant.

If the contract is owned by a non-natural Owner, theAnnuitant cannot be changed after the contract has beenissued and the death of the Annuitant will trigger thepayment of the death benefit.

Annuity Income Option 1 – Life Income Annuity

This option provides annuity income payments for the life ofthe Annuitant. Annuity income payments end when theAnnuitant dies.

Annuity Income Option 2 – Joint and Survivor Life IncomeAnnuity

This option provides annuity income payments for the life ofthe Annuitant and for the life of another designated person.Upon the death of either person, we will continue to makeannuity income payments during the lifetime of the survivor.Annuity income payments end when the survivor dies.

Annuity Income Option 3 – Joint and Survivor Life IncomeAnnuity with 10 or 20 Years Guaranteed

This option is similar to Option 2 above, with an additionalguarantee of payments for at least 10 or 20 years,depending on the period chosen. If the Annuitant and thesurvivor die before all of the guaranteed annuity incomepayments have been made, the remaining annuity incomepayments are made to the Beneficiary under your contract.

Annuity Income Option 4 – Life Income Annuity with 10or 20 Years Guaranteed

This option is similar to income Option 1 above with anadditional guarantee of payments for at least 10 or20 years, depending on the period chosen. If the Annuitantdies before all guaranteed annuity income payments aremade, the remaining annuity income payments are made tothe Beneficiary under your contract.

Annuity Income Option 5 – Income for a Specified Period

This option provides annuity income payments for aguaranteed period ranging from 5 to 30 years, depending onthe period chosen. If the Annuitant dies before all theguaranteed annuity income payments are made, theremaining annuity income payments are made to theBeneficiary under your contract. Additionally, if variableannuity income payments are elected under this option, you(or the Beneficiary under the contract if the Annuitant diesprior to all guaranteed annuity income payments beingmade) may redeem any remaining guaranteed variableannuity income payments after the Annuity Date. Theamount available upon such redemption would be thediscounted present value of any remaining guaranteedvariable annuity income payments.

The value of an Annuity Unit, regardless of the optionchosen, takes into account separate account charges whichincludes a mortality and expense risk charge. Since Option 5does not contain an element of mortality risk, no benefit isderived from this charge.

Please see the Statement of Additional Information for amore detailed discussion of the annuity income options.

FIXED OR VARIABLE ANNUITY INCOME PAYMENTS

You can choose annuity income payments that are fixed,variable or both. Unless otherwise elected, if at the datewhen annuity income payments begin you are invested inthe Variable Portfolios only, your annuity income paymentswill be variable and if your money is only in Fixed Accountsat that time, your annuity income payments will be fixed in

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amount. Further, if you are invested in both Fixed Accountsand Variable Portfolios when annuity income paymentsbegin, your payments will be fixed and variable, unlessotherwise elected. If annuity income payments are fixed, theCompany guarantees the amount of each payment. If theannuity income payments are variable, the amount is notguaranteed and may fluctuate as described underANNUITY INCOME PAYMENTS below.

ANNUITY INCOME PAYMENTS

We make annuity income payments on a monthly, quarterly,semi-annual or annual basis. You instruct us to send you acheck or to have the payments directly deposited into yourbank account. If state law allows, we distribute annuitieswith a contract value of $5,000 or less in a lump sum. Also,if state law allows and the selected annuity income optionresults in annuity income payments of less than $50 perpayment, we may decrease the frequency of payments.

If you are invested in the Variable Portfolios after theAnnuity Date, your annuity income payments varydepending on the following:

• for life income options, your age when annuityincome payments begin; and

• the contract value attributable to the VariablePortfolios on the Annuity Date; and

• the 3.5% assumed investment rate used in theannuity table for the contract; and

• the performance of the Variable Portfolios in whichyou are invested during the time you receiveannuity income payments.

If you are invested in both the Fixed Accounts and theVariable Portfolios after the Annuity Date, the allocation offunds between the Fixed Accounts and Variable Portfoliosalso impacts the amount of your annuity income payments.

The value of fixed annuity income payments, if elected, isbased on the guaranteed minimum interest rate specified inyour contract and will not be less than 1%. The value ofvariable annuity income payments, if elected, is based on anassumed interest rate (“AIR”) of 3.5% compoundedannually. Variable annuity income payments generallyincrease or decrease from one annuity income payment dateto the next based upon the performance of the applicableVariable Portfolios. If the performance of the VariablePortfolios selected is equal to the AIR, the annuity incomepayments will remain constant. If performance of VariablePortfolios is greater than the AIR, the annuity incomepayments will increase and if it is less than the AIR, theannuity income payments will decline.

TRANSFERS DURING THE INCOME PHASE

During the Income Phase, only one transfer per month ispermitted between the Variable Portfolios. No othertransfers are allowed during the Income Phase. Transfers

will be effected for the last NYSE business day of themonth in which we receive your request for the transfer.

DEFERMENT OF PAYMENTS

We may defer making fixed payments for up to six months,or less if required by law. Interest is credited to you duringthe deferral period. Please see ACCESS TO YOURMONEY above for a discussion of when payments froma Variable Portfolio may be suspended or postponed.

TAXES

The Contracts provide tax-deferred accumulation overtime, but may be subject to certain federal income andexcise taxes, mentioned below. Refer to the Statementof Additional Information for further details. Sectionreferences are to the Internal Revenue Code (“IRC”).We do not attempt to describe any potential estate orgift tax, or any applicable state, local or foreign tax lawother than possible premium taxes mentionedunder “Premium Tax Charge.” Discussions regardingthe tax treatment of any annuity contract or retirementplans and programs are intended for generalinformational purposes only and are not intended as taxadvice, either general or individualized, nor should theybe interpreted to provide any predictions or guaranteesof a particular tax treatment. Such discussions generallyare based upon the Company’s understanding of currenttax rules and interpretations, and may include areas ofthose rules that are more or less clear or certain. Taxlaws are subject to legislative modification, and whilemany such modifications will have only a prospectiveapplication, it is important to recognize that a changecould have retroactive effect as well. You should seekcompetent tax or legal advice, as you deem necessary orappropriate, regarding your own circumstances.

ANNUITY CONTRACTS IN GENERAL

The IRC provides for special rules regarding the taxtreatment of annuity contracts. Generally, taxes on theearnings in your annuity contract are deferred until you takethe money out. Qualified retirement investmentarrangements that satisfy specific IRC requirementsautomatically provide tax deferral regardless of whether theunderlying contract is an annuity, a trust, or a custodialaccount. Different rules and tax treatment apply dependingon how you take the money out and whether your contractis Qualified or Non-Qualified.

If you do not purchase your contract under anemployer-sponsored retirement plan, or an IndividualRetirement Account or Annuity (“IRA”), your contract isreferred to as a Non-Qualified contract. In general, yourcost basis in a Non-Qualified contract is equal to thePurchase Payments you put into the contract. You havealready been taxed on the cost basis in your Non-Qualifiedcontract.

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If you purchase your contract under a qualifiedemployer-sponsored retirement plan or an IRA, yourcontract is referred to as a Qualified contract.

Examples of qualified plans or arrangements are: traditional(pre-tax) IRAs, Tax-Sheltered Annuities (also referred toas 403(b) annuities or 403(b) contracts), plans ofself-employed individuals (often referred to as H.R. 10Plans or Keogh Plans), pension and profit sharing plans(including 401(k) plans), and governmental457(b) deferred compensation plans. Typically, for employerplans and tax deductible IRA contributions, you have notpaid any tax on the Purchase Payments used to buy yourcontract and therefore, you have no cost basis in yourcontract.

U.S. Department of Labor Fiduciary Regulation

On April 8, 2016 the United States Department of Laborpublished its final regulation defining fiduciary advice, alongwith related revisions to certain existing guidance, as wellas a new exemption from specific ERISA prohibitions. Therequirements under the regulation and related guidanceapply primarily to ERISA plans and IRAs. While the newrequirements generally will not impact your rights under theContract, they may, however, affect recommendations madeby your financial representative and your financialrepresentative’s ability to make those recommendations.More specifically, the regulation and related guidancegenerally will apply to recommendations to buy, sell or holdinterests in the Contract, as well as recommendations fordistributions and rollovers to/from the Contract where theContract is in an ERISA plan or IRA. The initial compliancedate for portions of the new regulation is April 10, 2017,while compliance with other portions of the regulation andguidance is required by January 1, 2018.

Aggregation of Contracts

Federal tax rules generally require that all Non-Qualifiedcontracts issued by the same company to the samepolicyholder during the same calendar year will be treatedas one annuity contract for purposes of determining thetaxable amount upon distribution.

TAX TREATMENT OF DISTRIBUTIONS –NON-QUALIFIED CONTRACTS

If you make partial or total withdrawals from aNon-Qualified contract, the IRC generally treats suchwithdrawals as coming first from taxable earnings and thencoming from your Purchase Payments. Purchase Paymentsmade prior to August 14, 1982, however, are an importantexception to this general rule, and for tax purposesgenerally are treated as being distributed first, before eitherthe earnings on those contributions, or other PurchasePayments and earnings in the contract. If you annuitizeyour contract, a portion of each annuity income paymentwill be considered, for tax purposes, to be a return of aportion of your Purchase Payment, generally until you have

received all of your Purchase Payment. The portion of eachannuity income payment that is considered a return of yourPurchase Payment will not be taxed. Additionally, thetaxable portion of any withdrawals, whether annuitized orother withdrawals, generally is subject to applicable stateand/or local income taxes, and may be subject to anadditional 10% penalty tax unless withdrawn in conjunctionwith the following circumstances:

• after attaining age 59½;

• when paid to your Beneficiary after you die;

• after you become disabled (as defined in the IRC);

• when paid as a part of a series of substantiallyequal periodic payments (not less frequently thanannually) made for your life (or life expectancy) orthe joint lives (or joint life expectancies) of you andyour designated beneficiary for a period of 5 yearsor attainment of age 59½, whichever is later;

• under an immediate annuity contract;

• when attributable to Purchase Payments made priorto August 14, 1982.

On March 30, 2010, the Health Care and EducationReconciliation Act (“Reconciliation Act”) was signed intolaw. Among other provisions, the Reconciliation Act imposesa new tax on net investment income, which went into effectin 2013, at the rate of 3.8% of applicable thresholds forModified Adjusted Gross Income (“MAGI”) ($250,000 forjoint filers; $125,000 for married individuals filingseparately; and, $200,000 for individual filers). Anindividual with MAGI in excess of the threshold will berequired to pay this new tax on net investment income inexcess of the applicable MAGI threshold. For this purpose,net investment income generally will include taxablewithdrawals from a Non-Qualified contract, as well as othertaxable amounts including amounts taxed annually to anowner that is not a natural person (see Contracts Owned bya Trust or Corporation). This new tax generally does notapply to Qualified contracts, however taxable distributionsfrom such contracts may be taken into account indetermining the applicability of the MAGI thresholds.

A transfer of contract value to another annuity contractgenerally will be tax reported as a distribution unless wehave sufficient information to confirm that the transferqualifies as an exchange under IRC Section 1035 (a “1035exchange”).

TAX TREATMENT OF DISTRIBUTIONS – QUALIFIEDCONTRACTS

Generally, you have not paid any taxes on the PurchasePayments used to buy a Qualified contract. As a result,most amounts withdrawn from the contract or received asannuity income payments will be taxable income. Exceptionsto this general rule include withdrawals attributable toafter-tax amounts permitted under the employer’s plan.

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The taxable portion of any withdrawal or income paymentfrom a Qualified contract will be subject to an additional10% penalty tax, under the IRC, except in the followingcircumstances:

• after attainment of age 59½;

• when paid to your Beneficiary after you die;

• after you become disabled (as defined in the IRC);

• as a part of a series of substantially equal periodicpayments (not less frequently than annually) madefor your life (or life expectancy) or the joint lives(or joint expectancies) of you and your designatedBeneficiary for a period of 5 years or attainment ofage 59½, whichever is later;

• payments to employees after separation fromservice after attainment of age 55 (does not applyto IRAs);

• dividends paid with respect to stock of a corporationdescribed in IRC Section 404(k);

• for payment of medical expenses to the extent suchwithdrawals do not exceed limitations set by theIRC for deductible amounts paid during the taxableyear for medical care;

• transfers to alternate payees pursuant to a qualifieddomestic relations order (does not apply to IRAs);

• for payment of health insurance if you areunemployed and meet certain requirements;

• distributions from IRAs for qualifying highereducation expenses or first home purchases, withcertain limitations;

• amounts distributed from a Code Section 457(b)plan other than to the extent such amounts in agovernmental Code Section 457(b) plan representrollovers from an IRA or employer-sponsored planto which the 10% penalty would otherwise applyand which are treated as distributed from aQualified plan for purposes of the prematuredistribution penalty;

• payments to certain individuals called up for activeduty after September 11, 2001; and

• payments up to $3,000 per year for health, life andaccident insurance by certain retired public safetyofficers, which are federal income tax-free.

The IRC limits the withdrawal of an employee’s electivedeferral Purchase Payments from a Tax-Sheltered Annuity(TSA) contract under IRC 403(b). Generally, withdrawalscan only be made when an Owner: (1) reaches age 59½;(2) severs employment with the employer; (3) dies;(4) becomes disabled (as defined in the IRC); or(5) experiences a financial hardship (as defined in theIRC). In the case of hardship, the owner can only withdrawPurchase Payments. Additional plan limitations may alsoapply. Amounts held in a TSA contract as of December 31,

1988 are not subject to these restrictions except asotherwise imposed by the plan.

Qualifying transfers (including intra-plan exchanges) ofamounts from one TSA contract or account to another TSAcontract or account, and qualifying transfers to a statedefined benefit plan to purchase service credits, wherepermitted under the employer’s plan, generally are notconsidered distributions, and thus are not subject to thesewithdrawal limitations. If amounts are transferred to acontract with less restrictive IRC withdrawal limitationsthan the account from which it is transferred, the morerestrictive withdrawal limitations will continue to apply.

Transfers among 403(b) annuities and/or403(b)(7) custodial accounts generally are subject to rulesset out in the plan, the IRC, treasury regulations, IRSpronouncements, and other applicable legal authorities.

On July 26, 2007, the Department of the Treasury publishedfinal 403(b) regulations that were largely effective onJanuary 1, 2009. These comprehensive regulations includeseveral new rules and requirements, such as a requirementthat employers maintain their 403(b) plans pursuant to awritten plan. Subsequent IRS guidance and/or the terms ofthe written plan may impose new restrictions on both newand existing contracts, including restrictions on theavailability of loans, distributions, transfers and exchanges,regardless of when a contract was purchased. EffectiveJanuary 1, 2009, the Company no longer accepts newPurchase Payments (including contributions, transfers andexchanges) into new or existing 403(b) contracts. You maywish to discuss the new regulations and/or the generalinformation above with your tax adviser.

Withdrawals from other Qualified contracts are often limitedby the IRC and by the employer’s plan.

If you are purchasing the contract as an investment vehiclefor a trust under a Qualified Plan, you should consider thatthe contract does not provide any additional tax-deferralbenefits beyond the treatment provided by the trust itself. Inaddition, if the contract itself is a qualifying arrangement(as with a 403(b) annuity or IRA), the contract generallydoes not provide tax deferral benefits beyond the treatmentprovided to alternative qualifying arrangements such astrusts or custodial accounts. However, in both cases thecontract offers features and benefits that other investmentsmay not offer. You and your financial representative shouldcarefully consider whether the features and benefits,including the investment options, lifetime annuity incomeoptions, and protection through living benefits, deathbenefits and other benefits provided under an annuitycontract issued in connection with a Qualified contract aresuitable for your needs and objectives and are appropriate inlight of the expense.

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REQUIRED MINIMUM DISTRIBUTIONS

Generally, the IRC requires that you begin taking annualdistributions from Qualified annuity contracts by April 1 ofthe calendar year following the later of (1) the calendaryear in which you attain age 70½ or (2) the calendar yearin which you sever employment from the employersponsoring the plan. If you own a traditional IRA, you mustbegin receiving minimum distributions by April 1 of thecalendar year following the calendar year in which youreach age 70½. If you choose to delay your first distributionuntil the year after the year in which you reach 70½ orsever employment, as applicable, then you will be required towithdraw your second required minimum distribution on orbefore December 31 in that same year. For each yearthereafter, you must withdraw your required minimumdistribution by December 31.

If you own more than one IRA, you may be permitted totake your annual distributions in any combination from yourIRAs. A similar rule applies if you own more than one TSA.However, you cannot satisfy this distribution requirement foryour IRA contract by taking a distribution from a TSA, andyou cannot satisfy the requirement for your TSA by takinga distribution from an IRA.

You may be subject to a surrender charge on withdrawalstaken to meet minimum distribution requirements, if thewithdrawals exceed the contract’s maximum penalty freeamount.

Failure to satisfy the minimum distribution requirementsmay result in a tax penalty. You should consult your taxadviser for more information. You may elect to have therequired minimum distribution amount on your contractcalculated and withdrawn each year under the automaticwithdrawal option. You may select monthly, quarterly,semiannual, or annual withdrawals for this purpose. Thisservice is provided as a courtesy and we do not guaranteethe accuracy of our calculations. Accordingly, we recommendyou consult your tax adviser concerning your requiredminimum distribution. You may terminate your election forautomated minimum distribution at any time by sending awritten request to our Annuity Service Center. Uponnotification of your death, we will terminate the automaticrequired minimum distribution unless your Beneficiaryinstructs us otherwise. We reserve the right to change ordiscontinue this service at any time.

IRS regulations require that the annuity contract value usedto determine required minimum distributions include theactuarial value of other benefits under the contract, such asoptional death benefits and/or living benefits. As a result, ifyou request a minimum distribution calculation, or if one isotherwise required to be provided, in those specificcircumstances where this requirement applies, the calculationmay be based upon a value that is greater than yourcontract value, resulting in a larger required minimumdistribution. This regulation does not apply to requiredminimum distributions made under an irrevocable annuity

income option. You should discuss the effect of theseregulations with your tax adviser.

TAX TREATMENT OF DEATH BENEFITS

The taxable amount of any death benefits paid under thecontract are taxable to the Beneficiary. The rules governingthe taxation of payments from an annuity contract, asdiscussed above, generally apply whether the death benefitis paid as lump sum or annuity income payments. Estatetaxes may also apply.

Enhanced death benefits are used as investment protectionand are not expected to give rise to any adverse tax effects.However, the IRS could take the position that some or all ofthe charges for these death benefits should be treated as apartial withdrawal from the contract. In that case, theamount of the partial withdrawal may be includible intaxable income and subject to the 10% penalty if the owneris under 59½, unless another exception applies.

If you own a Qualified contract and purchase theseenhanced death benefits, the IRS may consider thesebenefits “incidental death benefits” or “life insurance.” TheIRC imposes limits on the amount of the incidental benefitsand/or life insurance allowable for Qualified contracts andthe employer-sponsored plans under which they arepurchased. If the death benefit(s) selected by you areconsidered to exceed these limits, the benefit(s) could resultin taxable income to the owner of the Qualified contract,and in some cases could adversely impact the qualifiedstatus of the Qualified contract or the plan. You shouldconsult your tax adviser regarding these features andbenefits prior to purchasing a contract.

TAX TREATMENT OF OPTIONAL LIVING BENEFITS

Generally, we will treat amounts credited to the contractvalue under the optional living benefit guarantees, forincome tax purposes, as earnings in the contract. Paymentsin accordance with such guarantees after the contract valuehas been reduced to zero may be treated for tax purposes asamounts received as an annuity, if the other requirementsfor such treatment are satisfied. All payments orwithdrawals after cost basis has been reduced to zero,whether or not under such a guarantee, will be treated astaxable amounts. If available and you elect an optionalliving benefit, the application of certain tax rules, includingthose rules relating to distributions from your contract, arenot entirely clear. Such benefits are not intended toadversely affect the tax treatment of distributions or of thecontract. However, you should be aware that little guidanceis available. You should consult a tax adviser before electingan optional living benefit.

CONTRACTS OWNED BY A TRUST ORCORPORATION

A Trust or Corporation or other owner that is not a naturalperson (“Non-Natural Owner”) that is consideringpurchasing this contract should consult a tax adviser.

72

Generally, the IRC does not confer tax-deferred status upona Non-Qualified contract owned by a Non-Natural Owner forfederal income tax purposes. Instead in such cases, theNon-Natural Owner pays tax each year on the contract’svalue in excess of the owner’s cost basis, and the contract’scost basis is then increased by a like amount. However, thistreatment is not applied to a contract held by a trust orother entity as an agent for a natural person nor tocontracts held by Qualified Plans. Please see the Statementof Additional Information for a more detailed discussion ofthe potential adverse tax consequences associated withnon-natural ownership of a Non-Qualified annuity contract.

FOREIGN ACCOUNT TAX COMPLIANCE (“FATCA”)

A Contract Owner who is not a “United States person”which is defined to mean:

• a citizen or resident of the United States

• a partnership or corporation created or organized inthe United States or under the law of the UnitedStates or of any state, or the District of Columbia

• any estate or trust other than a foreign estate orforeign trust (see Internal Revenue Code section7701(a)(31) for the definition of a foreign estateand a foreign trust)

should be aware that FATCA, enacted in 2010, providesthat a 30% withholding tax will be imposed on certain grosspayments (which could include distributions from cash valuelife insurance or annuity products) made to a foreign entityif such entity fails to provide applicable certifications undera Form W-9, Form W-8 BEN-E, Form W-8 IMY, or otherapplicable form. Certain withholding certifications willremain effective until a change in circumstances makes anyinformation on the form incorrect. Notwithstanding thepreceding sentence, the Form W-8 BEN-E, is only effectivefor three years from date of signature unless a change incircumstances makes any information on the form incorrect.An entity, for this purpose, will be considered a foreignentity unless it provide an applicable such withholdingcertifications to the contrary. The Contract Owner mustinform the Company within 30 days of any change incircumstances that makes any information on the formincorrect by furnishing a new IRS Form W-9, Form W-8BEN-E, Form W-8IMY, or acceptable substitute form.

OTHER WITHHOLDING TAX

A Contract Owner that is not exempt from United Statesfederal withholding tax should consult its tax advisor as tothe availability of an exemption from, or reduction of, suchtax under an applicable income tax treaty, if any.

GIFTS, PLEDGES AND/OR ASSIGNMENTS OF ACONTRACT

If you transfer ownership of your Non-Qualified contract toa person other than your spouse (or former spouse incidentto divorce) as a gift you will pay federal income tax on the

contract’s cash value to the extent it exceeds your costbasis. The recipient’s cost basis will be increased by theamount on which you will pay federal taxes. In addition, theIRC treats any assignment or pledge (or agreement toassign or pledge) of any portion of a Non-Qualified contractas a withdrawal. Please see the Statement of AdditionalInformation for a more detailed discussion regardingpotential tax consequences of gifting, assigning, or pledginga Non-Qualified contract.

The IRC prohibits Qualified annuity contracts includingIRAs from being transferred, assigned or pledged assecurity for a loan. This prohibition, however, generally doesnot apply to loans under an employer-sponsored plan(including loans from the annuity contract) that satisfycertain requirements, provided that: (a) the plan is not anunfunded deferred compensation plan; and (b) the planfunding vehicle is not an IRA.

DIVERSIFICATION AND INVESTOR CONTROL

The IRC imposes certain diversification requirements on theunderlying investments for a variable annuity. We believethat the manager of the Underlying Funds monitors theFunds so as to comply with these requirements. To betreated as a variable annuity for tax purposes, theUnderlying Funds must meet these requirements.

The diversification regulations do not provide guidance as tothe circumstances under which you, and not the Company,would be considered the owner of the shares of the VariablePortfolios under your Non-Qualified contract, because of thedegree of control you exercise over the underlyinginvestments. This diversification requirement is sometimesreferred to as “investor control.” The determination ofwhether you possess sufficient incidents of ownership overVariable Portfolio assets to be deemed the owner of theUnderlying Funds depends on all of the relevant facts andcircumstances. However, IRS Revenue Ruling 2003-91provides that an annuity owner’s ability to choose amonggeneral investment strategies either at the time of the initialpurchase or thereafter, does not constitute control sufficientto cause the contract holder to be treated as the owner ofthe Variable Portfolios. The Revenue Ruling provides that if,based on all the facts and circumstances, you do not havedirect or indirect control over the Separate Account or anyVariable Portfolio asset, then you do not possess sufficientincidents of ownership over the assets supporting theannuity to be deemed the owner of the assets for federalincome tax purposes. If any guidance is provided which isconsidered a new position, then the guidance shouldgenerally be applied prospectively. However, if suchguidance is considered not to be a new position, it may beapplied retroactively. This would mean that you, as theowner of the Non-Qualified contract, could be treated as theowner of the Underlying Fund. Due to the uncertainty inthis area, we reserve the right to modify the contract in anattempt to maintain favorable tax treatment.

73

These investor control limitations generally do not apply toQualified contracts, which are referred to as “Pension PlanContracts” for purposes of this rule, although the limitationscould be applied to Qualified contracts in the future.

OTHER INFORMATION

THE DISTRIBUTOR

AIG Capital Services, Inc., Harborside Financial Center,3200 Plaza 5, Jersey City, NJ 07311-4992, distributes thecontracts. AIG Capital Services, Inc., an indirect,wholly-owned subsidiary of AGL, is a registeredbroker-dealer under the Securities Exchange Act of 1934, asamended, and is a member of the Financial IndustryRegulatory Authority (“FINRA”). No underwriting fees areretained by AIG Capital Services, Inc. in connection with thedistribution of the contracts.

THE COMPANY

American General Life Insurance Company (“AGL”) is astock life insurance company organized under the laws ofthe state of Texas on April 11, 1960. AGL’s home office is2727-A Allen Parkway, Houston, Texas 77019-2191. AGL issuccessor in interest to a company originally organizedunder the laws of Delaware on January 10, 1917. AGL is anindirect, wholly owned subsidiary of American InternationalGroup, Inc. (“AIG”), a Delaware corporation.

Effective December 31, 2012, SunAmerica Annuity and LifeAssurance Company (“SunAmerica Annuity”), a formeraffiliate of AGL, merged with and into AGL (“Merger”).Before the Merger, contracts in all states except New Yorkwere issued by SunAmerica Annuity. Upon the Merger, allcontractual obligations of SunAmerica Annuity becameobligations of AGL.

The Merger did not affect the terms of, or the rights andobligations under your contract, other than to reflect thechange to the Company that provides your contract benefitsfrom SunAmerica Annuity to AGL. The Merger also did notresult in any adverse tax consequences for any contractOwners.

Ownership Structure of the Company

AGL is an indirect, wholly owned subsidiary of AmericanInternational Group, Inc. (“AIG”), a Delaware corporation.

AGL is regulated for the benefit of policy owners by theinsurance regulator in its state of domicile and also by allstate insurance departments where it is licensed to conductbusiness. AGL is required by its regulators to hold aspecified amount of reserves in order to meet its contractualobligations to contract owners. Insurance regulations alsorequire AGL to maintain additional surplus to protectagainst a financial impairment; the amount of which surplusis based on the risks inherent in AGL’s operations.

AIG is a leading international insurance organization servingcustomers in more than 100 countries and jurisdictions. AIGcompanies serve commercial, institutional, and individualcustomers through one of the most extensive worldwideproperty-casualty networks of any insurer. In addition, AIGcompanies are leading providers of life insurance andretirement services in the United States. AIG common stockis listed on the New York Stock Exchange and the TokyoStock Exchange.

More information about AIG may be found in the regulatoryfilings AIG files from time to time with the U.S. Securitiesand Exchange Commission (“SEC”) at www.sec.gov.

Operation of the Company

The operations of the Company are influenced by manyfactors, including general economic conditions, monetary andfiscal policies of the federal government, and policies ofstate and other regulatory authorities. The level of sales ofthe Company’s financial and insurance products is influencedby many factors, including general market rates of interest,the strength, weakness and volatility of equity markets,terms and conditions of competing financial and insuranceproducts and the relative value of such brands.

The Company is exposed to market risk, interest rate risk,contract owner behavior risk and mortality/longevity risk.Market volatility may result in increased risks related todeath and living guaranteed benefits on the Company’sfinancial and insurance products, as well as reduced feeincome in the case of assets held in separate accounts,where applicable. These guaranteed benefits are sensitive toequity market and other conditions. The Company primarilyuses capital market hedging strategies to help cover the riskof paying guaranteed living benefits in excess of accountvalues as a result of significant downturns in equity marketsor as a result of other factors. The Company has treaties toreinsure a portion of the guaranteed minimum incomebenefits and guaranteed death benefits for equity andmortality risk on some of its older contracts. Such riskmitigation may or may not reduce the volatility of netincome and capital and surplus resulting from equity marketvolatility.

The Company is regulated for the benefit of contract ownersby the insurance regulator in its state of domicile; and alsoby all state insurance departments where it is licensed toconduct business. The Company is required by its regulatorsto hold a specified amount of reserves in order to meet itscontractual obligations to contract owners. Insuranceregulations also require the Company to maintain additionalsurplus to protect against a financial impairment the amountof which is based on the risks inherent in the Company’soperations.

THE SEPARATE ACCOUNT

Before December 31, 2012, Variable Separate Account wasa separate account of SunAmerica Annuity, originallyestablished under Arizona law on January 1, 1996 when it

74

assumed the Separate Account, originally established underCalifornia law on June 25, 1981. On December 31, 2012,and in conjunction with the merger of AGL and SunAmericaAnnuity, Variable Separate Account was transferred to andbecame a separate account of AGL under Texas law. It maybe used to support the contract and other variable annuitycontracts, and used for other permitted purposes.

The Separate Account is registered with the SEC as a unitinvestment trust under the Investment Company Act of1940, as amended.

Purchase Payments you make that are allocated to theVariable Portfolios are invested in the Separate Account.The Company owns the assets in the Separate Account andinvests them on your behalf, according to your instructions.Purchase Payments invested in the Separate Account arenot guaranteed and will fluctuate with the value of theVariable Portfolios you select. Therefore, you assume all ofthe investment risk for contract value allocated to theVariable Portfolios. These assets are kept separate from ourGeneral Account and may not be charged with liabilitiesarising from any other business we may conduct.Additionally, income gains and losses (realized andunrealized) resulting from assets in the Separate Accountare credited to or charged against the Separate Accountwithout regard to other income gains or losses of theCompany.

You benefit from dividends received by the SeparateAccount through an increase in your unit value. TheCompany expects to benefit from these dividends throughtax credits and corporate dividends received deductions;however, these corporate deductions are not passed back tothe Separate Account or to contract Owners.

THE GENERAL ACCOUNT

Obligations that are paid out of the Company’s generalaccount (“General Account”) include any amounts you haveallocated to available Fixed Accounts, including any interestcredited thereon, and amounts owed under your contract fordeath and/or living benefits which are in excess of portionsof contract value allocated to the Variable Portfolios. Theobligations and guarantees under the contract are the soleresponsibility of the Company. Therefore, payments of theseobligations are subject to our financial strength and claimspaying ability, and our long term ability to make suchpayments.

The General Account assets are invested in accordance withapplicable state regulation. These assets are exposed to thetypical risks normally associated with a portfolio of fixedincome securities, namely interest rate, option, liquidity andcredit risk. The Company manages its exposure to theserisks by, among other things, closely monitoring andmatching the duration and cash flows of its assets andliabilities, monitoring or limiting prepayment and extensionrisk in its portfolio, maintaining a large percentage of itsportfolio in highly liquid securities and engaging in adisciplined process of underwriting, reviewing and

monitoring credit risk. With respect to the living benefitsavailable in your contract, we also manage interest rate andcertain market risk through a hedging strategy in theportfolio and we may require that those who elect a livingbenefit allocate their Purchase Payments in accordance withspecified investment parameters.

Contracts issued on or prior to December 29, 2006 wereissued with a guarantee (the “Guarantee”) byAmerican Home Assurance Company(the “Guarantor”). Please see Appendix D for moreinformation.

FINANCIAL STATEMENTS

The financial statements described below are important foryou to consider. Information about how to obtain thesefinancial statements is also provided below.

The Company and Separate Account

The financial statements of the Company and the SeparateAccount are required to be made available because you mustlook to those entities directly to satisfy our obligations toyou under the Contract. If your contract is covered by theGuarantee, financial statements of the Guarantor are alsoprovided in relation to its ability to meet its obligationsunder the Guarantee; please see Appendix D for moreinformation.

Instructions to Obtain Financial Statements

The financial statements of the Company, Separate Accountand Guarantor, if applicable are available by requesting afree copy of the Statement of Additional Information bycalling (800) 445-7862 or by using the request form on thelast page of this prospectus.

We encourage both existing and prospective contractOwners to read and understand the financial statements.

You can also inspect and copy this information at SECpublic facilities at the following locations:

Washington, District of Columbia100 F. Street, N.E., Room 1580Washington, DC 20549

Chicago, Illinois175 W. Jackson BoulevardChicago, IL 60604

New York, New York3 World Financial Center, Room 4300New York, NY 10281

To obtain copies by mail, contact the Washington, D.C.location. After you pay the fees as prescribed by the rulesand regulations of the SEC, the required documents aremailed. The Company will provide without charge to eachperson to whom this prospectus is delivered, upon written ororal request, a copy of the above documents. Requests for

75

these documents should be directed to the Company’sAnnuity Service Center, as follows:

By Mail:Annuity Service CenterP.O. Box 15570Amarillo, Texas 79105-5570Telephone Number: (800) 445-7862

ADMINISTRATION

We are responsible for the administrative servicing of yourcontract. Please contact our Annuity Service Center at(800) 445-7862, if you have any comments, questions orservice requests.

We send out transaction confirmations and quarterlystatements. During the Accumulation Phase, you will receiveconfirmation of transactions for your contract. Transactionsmade pursuant to contractual or systematic agreements,such as dollar cost averaging, if available, may be confirmedquarterly. Purchase Payments received through theautomatic payment plan or a salary reduction arrangement,may also be confirmed quarterly. For all other transactions,we send confirmations. It is your responsibility to reviewthese documents carefully and notify our Annuity ServiceCenter of any inaccuracies immediately. We investigate allinquiries. Depending on the facts and circumstances, wemay retroactively adjust your contract, provided you notifyus of your concern within 30 days of receiving thetransaction confirmation or quarterly statement. Any otheradjustments we deem warranted are made as of the time wereceive notice of the error. If you fail to notify our AnnuityService Center of any mistakes or inaccuracy within 30 daysof receiving the transaction confirmation or quarterlystatement, we will deem you to have ratified the transaction.

Business Disruption and Cyber Security Risks

We rely heavily on interconnected computer systems anddigital data to conduct our variable product businessactivities. Because our variable product business is highlydependent upon the effective operation of our computersystems and those of our business partners, our business isvulnerable to disruptions from physical disruptions andutility outages, and susceptible to operational andinformation security risks resulting from informationsystems failure (e.g., hardware and software malfunctions)and cyber-attacks. These risks include, among other things,the theft, misuse, corruption and destruction of datamaintained online or digitally, interference with or denial ofservice attacks on websites and other operational disruptionand unauthorized release of confidential customerinformation. Such systems failures and cyber-attacksaffecting us, any third party administrator, the underlyingfunds, intermediaries and other affiliated or third-partyservice providers may adversely affect us and your contractvalue. For instance, systems failures and cyber-attacks mayinterfere with our processing of contract transactions,including the processing of orders from our website or with

the Underlying Funds, impact our ability to calculateAccumulation Unit Values (“AUVs”), cause the release andpossible destruction of confidential customer or businessinformation, impede order processing, subject us and/or ourservice providers and intermediaries to regulatory fines andfinancial losses and/or cause reputational damage. Cybersecurity risks may also impact the issuers of securities inwhich the Underlying Funds invest, which may cause thefunds underlying your contract to lose value. There can beno assurance that we or the Underlying Funds or ourservice providers will avoid losses affecting your contractdue to cyber-attacks or information security breaches in thefuture.

LEGAL PROCEEDINGS

There are no pending legal proceedings affecting theSeparate Account. Various federal, state or other regulatoryagencies may from time to time review, examine or inquireinto the operations, practices and procedures of theCompany, such as through financial examinations, marketconduct exams or other regulatory inquiries. Based on thecurrent status of pending regulatory examinations andinquiries involving the Company, the Company believes it isnot likely that these regulatory examinations or inquirieswill have a material adverse effect on the financial position,results of operations or cash flows of the Company.

Various lawsuits against the Company have arisen in theordinary course of business. As of April 29, 2016, theCompany believes it is not likely that contingent liabilitiesarising from the above matters will have a material adverseeffect on the financial condition of the Company.

REGISTRATION STATEMENTS

Registration statements under the Securities Act of 1933, asamended, related to the contracts offered by this prospectusare on file with the SEC. This prospectus does not containall of the information contained in the registrationstatements and exhibits. For further information regardingthe Separate Account, the Company and its GeneralAccount, American Home, if your contract is covered by theGuarantee, the Variable Portfolios and the contract, pleaserefer to the registration statements and exhibits.

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CONTENTS OF STATEMENT OF ADDITIONALINFORMATION

Additional information concerning the operations of theSeparate Account is contained in the Statement ofAdditional Information, which is available without chargeupon written request. Please use the request form at theback of this prospectus and send it to our Annuity ServiceCenter at P.O. Box 15570, Amarillo, Texas 79105-5570 orby calling (800) 445-7862. The table of contents of the SAIis listed below.

Separate Account and the Company

General Account

Master-Feeder Structure (if applicable)

Performance Data

Fixed Advantage 7 Account Option For Polaris Platinum IIContracts Issued Prior to May 1, 2004, (if applicable)

Market Value Adjustment (“MVA”) For Polaris Platinum IIContracts Issued Prior to May 1, 2004, (if applicable)

Annuity Income Payments

Annuity Unit Values

Taxes

Broker-Dealer Firms Receiving Revenue Sharing Payments

Distribution of Contracts

Financial Statements

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APPENDIX A – CONDENSED FINANCIAL INFORMATION

If you purchased your contract after September 30, 2002, Class 3 shares (0.25% 12b-1 fees) of AnchorSeries Trust and SunAmerica Series Trust are offered in your contract.

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

Aggressive Growth – SAST Class 3 Shares(Inception Date – 09/30/02)

Beginning AUV . . . . . . . . . . . . . (a)$15.591 (a)$17.353 (a)$16.976 (a)$7.892 (a)$10.892 (a)$12.966 (a)$12.486 (a)$14.256 (a)$20.022 (a)$19.779(b)N/A (b)N/A (b)N/A (b)$7.858 (b)$10.590 (b)$12.542 (b)$12.019 (b)$13.654 (b)$15.799 (b)$18.755

Ending AUV . . . . . . . . . . . . . . . (a)$17.353 (a)$16.976 (a)$7.892 (a)$10.892 (a)$12.966 (a)$12.486 (a)$14.256 (a)$20.022 (a)$19.779 (a)$19.202(b)N/A (b)N/A (b)N/A (b)$10.590 (b)$12.542 (b)$12.019 (b)$13.654 (b)$15.799 (b)$18.755 (b)$18.117

Ending Number of AUs . . . . . . . . . (a)449,908 (a)494,528 (a)491,661 (a)454,193 (a)447,748 (a)405,017 (a)339,282 (a)293,197 (a)222,806 (a)185,618(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

American Funds Asset Allocation SAST – SAST Class 3 Shares(Inception Date – 05/01/07)

Beginning AUV . . . . . . . . . . . . . (a)N/A (a)$10.999 (a)$11.019 (a)$7.614 (a)$9.254 (a)$10.208 (a)$10.153 (a)$11.578 (a)$14.068 (a)$14.559(b)N/A (b)N/A (b)N/A (b)$7.657 (b)$9.105 (b)$9.994 (b)$9.890 (b)$11.222 (b)$13.567 (b)$13.971

Ending AUV . . . . . . . . . . . . . . . (a)N/A (a)$11.019 (a)$7.614 (a)$9.254 (a)$10.208 (a)$10.153 (a)$11.578 (a)$14.068 (a)$14.559 (a)$14.496(b)N/A (b)N/A (b)N/A (b)$9.105 (b)$9.994 (b)$9.890 (b)$11.222 (b)$13.567 (b)$13.971 (b)$13.841

Ending Number of AUs . . . . . . . . . (a)N/A (a)346,582 (a)764,582 (a)972,438 (a)984,816 (a)954,537 (a)939,641 (a)882,777 (a)729,747 (a)663,346(b)N/A (b)N/A (b)N/A (b)13 (b)13 (b)13 (b)12 (b)0 (b)0 (b)0

American Funds Global Growth – AFIS Class 2 Shares(Inception Date – 09/30/02)*

Beginning AUV . . . . . . . . . . . . . (a)$18.325 (a)$21.736 (a)$24.587 (a)$14.919 (a)$20.911 (a)$23.014 (a)$20.653 (a)$24.930 (a)$31.720 (a)$31.965(b)$18.167 (b)$21.494 (b)$24.253 (b)$14.680 (b)$20.524 (b)$22.531 (b)$20.169 (b)$24.285 (b)$30.823 (b)$30.983

Ending AUV . . . . . . . . . . . . . . . (a)$21.736 (a)$24.587 (a)$14.919 (a)$20.911 (a)$23.014 (a)$20.653 (a)$24.930 (a)$31.720 (a)$31.965 (a)$33.666(b)$21.494 (b)$24.253 (b)$14.680 (b)$20.524 (b)$22.531 (b)$20.169 (b)$24.285 (b)$30,823 (b)$30.983 (b)$32.551

Ending Number of AUs . . . . . . . . . (a)6,576,024 (a)6,567,817 (a)5,922,495 (a)5,257,936 (a)4,681,236 (a)3,978,363 (a)3,246,339 (a)2,601,235 (a)2,154,015 (a)1,653,945(b)654,434 (b)599,813 (b)513,299 (b)448,096 (b)368,729 (b)309,572 (b)248,177 (b)198,644 (b)155,134 (b)136,881

American Funds Global Growth SAST – SAST Class 3 Shares(Inception Date – 05/01/07)



Ending Number of AUs . . . . . . . . . (a)N/A (a)1,214,611 (a)3,351,467 (a)3,595,822 (a)3,475,673 (a)3,397,018 (a)2,972,151 (a)2,361,822 (a)2,030,924 (a)1,594,856(b)N/A (b)N/A (b)N/A (b)1,045 (b)1,044 (b)1,044 (b)1,044 (b)1,032 (b)1,032 (b)1,032

American Funds Growth-Income – AFIS Class 2 Shares(Inception Date – 09/30/02)*


Ending AUV . . . . . . . . . . . . . . . (a)$18.254 (a)$18.886 (a)$11.561 (a)$14.944 (a)$16.399 (a)$15.856 (a)$18.347 (a)$24.126 (a)$26.289 (a)$26.269(b)$18.055 (b)$18.633 (b)$11.377 (b)$14.670 (b)$16.059 (b)$15.489 (b)$17.876 (b)$23.449 (b)$25.487 (b)$25.404

Ending Number of AUs . . . . . . . . . (a)11,799,032 (a)11,980,460 (a)10,661,649 (a)9,526,732 (a)8,469,221 (a)7,128,666 (a)5,927,575 (a)4,638,498 (a)3,688,673 (a)2,802,652(b)1,188,240 (b)1,050,719 (b)913,921 (b)807,327 (b)671,491 (b)529,376 (b)436,490 (b)352,744 (b)268,339 (b)205,566

American Funds Growth-Income SAST – SAST Class 3 Shares(Inception Date – 05/01/07)



Ending Number of AUs . . . . . . . . . (a)N/A (a)2,491,397 (a)5,456,199 (a)5,551,826 (a)5,092,652 (a)4,721,704 (a)4,292,972 (a)3,477,012 (a)2,862,627 (a)2,319,216(b)N/A (b)N/A (b)N/A (b)265 (b)265 (b)265 (b)264 (b)250 (b)250 (b)250

AUV - Accumulation Unit ValueAU - Accumulation Unit(a) Reflecting minimum Separate Account expenses.(b) Reflecting maximum Separate Account expenses, with election of the optional Combination HV & Roll-Up death benefit.

* This Variable Portfolio is only available if you purchased your contract prior to May 1, 2007.

A-1

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

American Funds Growth – AFIS Class 2 Shares(Inception Date – 09/30/02)*


Ending AUV . . . . . . . . . . . . . . . (a)$20.190 (a)$22.342 (a)$12.329 (a)$16.929 (a)$19.788 (a)$18.656 (a)$21.661 (a)$27.758 (a)$29.666 (a)$31.222(b)$19.977 (b)$22.050 (b)$12.137 (b)$16.624 (b)$19.383 (b)$18.229 (b)$21.112 (b)$26.988 (b)$28.771 (b)$30.205

Ending Number of AUs . . . . . . . . . (a)11,205,347 (a)10,564,026 (a)9,481,447 (a)8,439,364 (a)7,333,394 (a)6,017,458 (a)4,859,759 (a)3,806,351 (a)3,032,267 (a)2,399,197(b)1,048,424 (b)915,712 (b)829,957 (b)717,032 (b)567,186 (b)434,966 (b)342,188 (b)280,447 (b)233,647 (b)185,409

American Funds Growth SAST – SAST Class 3 Shares(Inception Date – 05/01/07)



Ending Number of AUs . . . . . . . . . (a)N/A (a)2,222,920 (a)5,068,818 (a)5,141,842 (a)4,557,051 (a)4,209,973 (a)3,875,262 (a)3,204,349 (a)2,679,898 (a)2,129,713(b)N/A (b)N/A (b)N/A (b)613 (b)613 (b)613 (b)612 (b)599 (b)599 (b)599

Asset Allocation – AST Class 3 Shares(Inception Date – 05/01/06)




Balanced – SAST Class 3 Shares(Inception Date – 09/30/02)




Balanced – PVCF Class 2 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)2,069,620 (a)2,118,131 (a)1,907,434 (a)1,636,760 (a)1,515,016 (a)1,274,725 (a)1,115,711 (a)956,861 (a)728,665 (a)658,501(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

Blue Chip Growth – SAST Class 3 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)895,957 (a)1,102,100 (a)1,033,941 (a)1,156,153 (a)1,232,362 (a)1,108,369 (a)990,421 (a)767,656 (a)725,752 (a)602,540(b)N/A (b)N/A (b)N/A (b)577 (b)577 (b)577 (b)577 (b)577 (b)577 (b)577

Capital Appreciation – AST Class 3 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)4,374,300 (a)4,480,619 (a)4,311,735 (a)3,820,586 (a)3,273,076 (a)2,863,451 (a)2,344,932 (a)1,775,419 (a)1,394,436 (a)1,115,766(b)N/A (b)N/A (b)N/A (b)103 (b)103 (b)103 (b)103 (b)103 (b)103 (b)103

Capital Growth – SAST Class 3 Shares(Inception Date – 05/01/06)



Ending Number of AUs . . . . . . . . . (a)2,736 (a)1,314,618 (a)2,819,772 (a)2,478,783 (a)2,311,609 (a)2,026,729 (a)1,825,844 (a)1,542.952 (a)1,311,791 (a)1,054,704(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0


* This Variable Portfolio is only available if you purchased your contract prior to May 1, 2007.

A-2

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

Cash Management* – SAST Class 3 Shares(Inception Date – 09/30/02)




Columbia VP-Asset Allocation Fund – CFT Class 1 Shares(Inception Date – 04/07/03)




Columbia VP-Dividend Opportunity Fund – CFT II Class 1 Shares(Inception Date – 04/07/03)




Columbia VP-Income Opportunities Fund – CFT II Class 1 Shares(Inception Date – 04/07/03)




Columbia VP-Large Cap Growth Fund II** – CFT I Class 1 Shares(Inception Date – 04/07/03)




Columbia VP-Large Cap Growth Fund III*** – CFT I Class 1 Shares(Inception Date – 04/07/03)




Columbia VP-International Opportunities Fund**** – CFT I Class 2 Shares(Inception Date – 04/07/03)





* On May 2, 2016, the Cash Management Portfolio changed to the Ultra Short Bond Portfolio.** On November 20, 2015, the Columbia VP–Marsico 21st Century Fund merged into the Columbia VP-Large Cap Growth Fund II.

On May 2, 2016, the Columbia VP-Large Cap Growth Fund II merged into the Columbia VP Large Cap Growth Fund.*** On November 20, 2015, the Columbia VP–Marsico Focused Equities Fund merged into the Columbia VP-Large Cap Growth Fund

III. On May 2, 2016, the Columbia VP-Large Cap Growth Fund III merged into the Columbia VP-Large Cap Growth Fund.**** On May 2, 2016, the Columbia VP–International Opportunities Fund merged into the Columbia VP-Select International Equity

Fund.

A-3

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

Columbia VP-Mid Cap Growth Fund – CFT I Class 1 Shares(Inception Date – 04/07/03)




Columbia VP-Small Company Growth Fund – CFT Class 1 Shares(Inception Date – 04/07/03)




Conservative Growth – PVCF Class 2 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)1,115,113 (a)1,106,919 (a)1,028,847 (a)908,972 (a)829,482 (a)705,421 (a)561,989 (a)496,783 (a)380,774 (a)345,960(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

Corporate Bond – SAST Class 3 Shares(Inception Date – 09/30/02)




“Dogs” of Wall Street – SAST Class 3 Shares(Inception Date – 09/30/02)




Emerging Markets – SAST Class 3 Shares(Inception Date – 09/30/02)




Equity Opportunities – SAST Class 3 Shares(Inception Date – 09/30/02)




Foreign Value – SAST Class 3 Shares(Inception Date – 09/30/02)





A-4

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

Franklin Founding Funds Allocation VIP Fund – FTVIPT Class 2 Shares(Inception Date – 02/04/08)

Beginning AUV . . . . . . . . . . . . . (a)N/A (a)N/A (a)$10.000 (a)$6.617 (a)$8.488 (a)$9.217 (a)$8.938 (a)$10.153 (a)$12.378 (a)$12.538(b)N/A (b)N/A (b)N/A (b)$6.647 (b)$8.368 (b)$9.041 (b)$8.724 (b)$9.860 (b)$10.930 (b)$12.056

Ending AUV . . . . . . . . . . . . . . . (a)N/A (a)N/A (a)$6.617 (a)$8.488 (a)$9.217 (a)$8.938 (a)$10.153 (a)$12.378 (a)$12.538 (a)$11.582(b)N/A (b)N/A (b)N/A (b)$8.368 (b)$9.041 (b)$8.724 (b)$9.860 (b)$10.930 (b)$12.056 (b)$11.080

Ending Number of AUs . . . . . . . . . (a)N/A (a)N/A (a)1,074,744 (a)1,212,273 (a)1,213,609 (a)1,107,667 (a)1,015,427 (a)901,986 (a)818,849 (a)663,429(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

Franklin Income VIP Fund – FTVIPT Class 2 Shares(Inception Date – 02/04/08)

Beginning AUV . . . . . . . . . . . . . (a)N/A (a)N/A (a)$10.000 (a)$7.040 (a)$9.402 (a)$10.434 (a)$10.521 (a)$11.673 (a)$13.101 (a)$13.499(b)N/A (b)N/A (b)N/A (b)$7.356 (b)$9.243 (b)$10.205 (b)$10.239 (b)$11.304 (b)$12.179 (b)$12.942

Ending AUV . . . . . . . . . . . . . . . (a)N/A (a)N/A (a)$7.040 (a)$9.402 (a)$10.434 (a)$10.521 (a)$11.673 (a)$13.101 (a)$13.499 (a)$12.358(b)N/A (b)N/A (b)N/A (b)$9.243 (b)$10.205 (b)$10.239 (b)$11.304 (b)$12.179 (b)$12.942 (b)$11.788

Ending Number of AUs . . . . . . . . . (a)N/A (a)N/A (a)452,711 (a)877,832 (a)1,178,508 (a)1,578,964 (a)1,494,659 (a)1,241,439 (a)1,217,836 (a)965,600(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

Fundamental Growth – SAST Class 3 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)130,613 (a)997,044 (a)2,026,151 (a)1,784,145 (a)1,585,375 (a)1,444,969 (a)1,287,260 (a)1,043,156 (a)894,197 (a)733,115(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

Global Bond – SAST Class 3 Shares(Inception Date – 09/30/02)




Global Equities – SAST Class 3 Shares(Inception Date – 09/30/02)




Government and Quality Bond – AST Class 3 Shares(Inception Date – 09/30/02)




Growth – AST Class 3 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)2,914,292 (a)2,990,739 (a)2,897,675 (a)2,415,806 (a)2,051,369 (a)1,734,792 (a)1,436,389 (a)1,086,474 (a)887,595 (a)717,353(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

Growth-Income – SAST Class 3 Shares(Inception Date – 09/30/02)





A-5

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

Growth Opportunities – SAST Class 3 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)2,038,593 (a)2,816,410 (a)3,614,829 (a)4,462,823 (a)4,192,390 (a)3,933,064 (a)3,419,846 (a)2,503,192 (a)1,906,825 (a)1,632,809(b)N/A (b)N/A (b)N/A (b)1,098 (b)1,098 (b)1,098 (b)1,098 (b)1,098 (b)1,098 (b)1,098

High-Yield Bond – SAST Class 3 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)1,841,869 (a)1,781,080 (a)1,826,308 (a)2,314,228 (a)1,850,960 (a)1,679,489 (a)1,528,526 (a)1,408,379 (a)1,022,969 (a)769,967(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

International Diversified Equities – SAST Class 3 Shares(Inception Date – 09/30/02)




International Growth and Income – SAST Class 3 Shares(Inception Date – 09/30/02)




Invesco V.I. American Franchise Fund, Series II Shares(Inception Date – 09/30/02)


Ending AUV . . . . . . . . . . . . . . . (a)$9.752 (a)$11.204 (a)$5.615 (a)$9.161 (a)$10.787 (a)$9.946 (a)$11.108 (a)$15.295 (a)$16.295 (a)$16.812(b)N/A (b)N/A (b)N/A (b)$8.834 (b)$10.342 (b)$9.483 (b)$10.538 (a)$11.684 (b)$15.306 (b)$15.712


Invesco V.I. Comstock Fund, Series II Shares(Inception Date – 09/30/02)




Invesco V.I. Growth and Income Fund, Series II Shares(Inception Date – 09/30/02)

Beginning AUV . . . . . . . . . . . . . (a)$13.482 (a)$15.400 (a)$15.551 (a)$10.383 (a)$12.692 (a)$14.024 (a)$13.500 (a)$15.203 (a)$20.032 (a)$21.696(b)N/A (b)N/A (b)N/A (b)$9.652 (b)$12.343 (b)$13.570 (b)$12.998 (a)$14.565 (b)$19.096 (b)$20.579

Ending AUV . . . . . . . . . . . . . . . (a)$15.400 (a)$15.551 (a)$10.383 (a)$12.692 (a)$14.024 (a)$13.500 (a)$15.203 (a)$20.032 (a)$21.696 (a)$20.661(b)N/A (b)N/A (b)N/A (b)$12.343 (b)$13.570 (b)$12.998 (b)$14.565 (a)$19.096 (b)$20.579 (b)$19.499


Lord Abbett Growth and Income – LASF Class VC Shares(Inception Date – 09/30/02)





A-6

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

Mid-Cap Growth – SAST Class 3 Shares(Inception Date – 09/30/02)




Natural Resources – AST Class 3 Shares(Inception Date – 09/30/02)



Ending Number of AUs . . . . . . . . . (a)1,154,271 (a)1,381,792 (a)1,525,014 (a)1,343,473 (a)1,195,259 (a)1,084,790 (a)953,396 (a)775,776 (a)708,734 (a)644,279(b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

Real Estate – SAST Class 3 Shares(Inception Date – 09/30/02)




Real Return – SST Class 3 Shares(Inception Date – 05/03/10)

Beginning AUV . . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)$11.303 (a)$11.400 (a)$11.901 (a)$12.166 (a)$11.355 (a)$11.367(b)N/A (b)N/A (b)N/A (b)N/A (b)$11.283 (b)$11.342 (b)$11.782 (b)$11.984 (b)$11.890 (b)$11.085

Ending AUV . . . . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)$11.400 (a)$11.901 (a)$12.166 (a)$11.355 (a)$11.367 (a)$11.044(b)N/A (b)N/A (b)N/A (b)N/A (b)$11.342 (b)$11.782 (b)$11.984 (b)$11.890 (b)$11.085 (b)$10.716

Ending Number of AUs . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)367,050 (a)689,381 (a)843,258 (a)971,371 (a)918,732 (a)732,772(b)N/A (b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0 (b)0 (b)0

SA AB Growth – SAST Class 3 Shares(Inception Date – 09/30/02)




SA JPMorgan MFS Core Bond – SAST Class 3 Shares(Inception Date – 05/01/06)



Ending Number of AUs . . . . . . . . . (a)374 (a)38,934 (a)1,404,183 (a)2,798,319 (a)3,287,526 (a)2,982,051 (a)3,024,748 (a)2,653,204 (a)2,141,168 (a)1,732,225(b)N/A (b)N/A (b)N/A (b)82 (b)82 (b)82 (b)82 (b)82 (b)82 (b)82

SA Legg Mason BW Large Cap Value*– SAST Class 3 Shares(Inception Date – 09/30/02)




SA Marsico Focused Growth – SAST Class 3 Shares(Inception Date – 09/30/02)





* On September 8, 2015, the Davis Venture Value Portfolio, was renamed SA Legg Mason BW Large Cap Value Portfolio.

A-7

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

SA MFS Massachusetts Investors Trust – SAST Class 3 Shares(Inception Date – 09/30/02)




SA MFS Total Return – SAST Class 3 Shares(Inception Date – 09/30/02)




Small Company Value – SAST Class 3 Shares(Inception Date – 05/01/06)



Ending Number of AUs . . . . . . . . . (a)728,027 (a)2,654,238 (a)3,939,977 (a)4,039,898 (a)3,510,470 (a)3,196,735 (a)2,780,211 (a)2,176,250 (a)1,844,140 (a)1,622,103(b)N/A (b)N/A (b)N/A (b)519 (b)519 (b)519 (b)519 (b)519 (b)519 (b)519

Small & Mid Cap Value – SAST Class 3 Shares(Inception Date – 09/30/02)




Strategic Growth Portfolio – PVCF Class 2 Shares(Inception Date – 09/30/02)




SunAmerica Dynamic Allocation – SAST Class 3 Shares(Inception Date – 06/18/12)

Beginning AUV . . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)$10.034 (a)$10.517 (a)$12.134 (a)$12.468(b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)$9.994 (b)$10.423 (b)$11.352 (b)$12.209

Ending AUV . . . . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)$10.517 (a)$12.134 (a)$12.468 (a)$11.647(b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)$10.423 (b)$11.352 (b)$12.209 (b)$11.348

Ending Number of AUs . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)35,027 (a)1,925,857 (a)2,744,637 (a)2,581,906(b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0

SunAmerica Dynamic Strategy – SAST Class 3 Shares(Inception Date – 07/16/12)

Beginning AUV . . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)$9.999 (a)$10.416 (a)$12.060 (a)$12.389(b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)$9.999 (b)$10.377 (b)$11.365 (b)$12.220

Ending AUV . . . . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)$10.416 (a)$12.060 (a)$12.389 (a)$11.542(b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)$10.377 (b)$11.365 (b)$12.220 (b)$11.327

Ending Number of AUs . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)1,336 (a)2,057,766 (a)2,855,234 (a)2,607,343(b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)0 (b)0 (b)0 (b)0

Technology – SAST Class 3 Shares(Inception Date – 09/30/02)





A-8

FiscalYearEnded

12/31/06

FiscalYearEnded

12/31/07

FiscalYearEnded

12/31/08

FiscalYearEnded

12/31/09

FiscalYearEnded

12/31/10

FiscalYearEnded

12/31/11

FiscalYearEnded

12/31/12

FiscalYearEnded

12/31/13

FiscalYearEnded

12/31/14

FiscalYearEnded

12/31/15

Telecom Utility – SAST Class 3 Shares(Inception Date – 08/28/06)




VP-Loomis Sayles Growth Fund II* – CFT I Class 1 Shares(Inception Date – 04/07/03)





* On November 20, 2015, the Columbia VP-Marsico Growth Fund merged into the VP-Loomis Sayles Growth Fund II. On May 2,2016, the VP-Loomis Sayles Growth Fund II merged into the VP-Loomis Sayles Growth Fund.

A-9

APPENDIX B – DEATH BENEFITS FOLLOWING SPOUSAL CONTINUATION

The following details the death benefit payable upon theContinuing Spouse’s death. The death benefit we will pay tothe new Beneficiary chosen by the Continuing Spouse variesdepending on whether Living Benefits were elected, the ageof the Continuing Spouse as of the Continuation Date andthe Continuing Spouse’s date of death.

Capitalized terms used in this Appendix have the samemeaning as they have in the prospectus.

We define “Continuation Net Purchase Payments” as NetPurchase Payments made on or after the Continuation Date.For the purpose of calculating Continuation Net PurchasePayments, the amount that equals the contract value on theContinuation Date, including the Continuation Contribution,is considered a Purchase Payment.

The term “Continuation Purchase Payment” is used todescribe the death benefit payable upon a spousalcontinuation. We define Continuation Purchase Payment asPurchase Payments made on or after the Continuation Date.If you elected a Living Benefit, we will not acceptContinuation Purchase Payments after the 5th contract year.

The term “withdrawals” as used in describing the deathbenefits is defined as withdrawals and the fees and chargesapplicable to those withdrawals.

The term “Withdrawal Adjustment” is used, if a LivingBenefit had been elected, to describe the way in which theamount of the death benefit will be adjusted for withdrawalsdepending on when the Continuing Spouse takes awithdrawal and the amount of the withdrawal. If cumulativewithdrawals for the current contract year are taken prior tothe Continuing Spouse’s 81st birthday and are less than orequal to the Maximum Annual Withdrawal Amount, theamount of adjustment will equal the amount of eachwithdrawal. If a withdrawal is taken prior to the ContinuingSpouse’s 81st birthday and cumulative withdrawals for thecurrent contract year are in excess of the Maximum AnnualWithdrawal Amount, the contract value and the deathbenefit are first reduced by the Maximum AnnualWithdrawal Amount. The resulting death benefit is furtheradjusted by the withdrawal amount in excess of theMaximum Annual Withdrawal Amount by the percentage bywhich the excess withdrawal reduced the resulting contractvalue. If a withdrawal is taken on or after the ContinuingSpouse’s 81st birthday, the amount of adjustment isdetermined by the percentage by which the withdrawalreduced the contract value.

The Company will not accept Purchase Payments fromanyone age 86 or older. Therefore, the death benefitcalculations described below assume that no PurchasePayments are received on or after the ContinuingSpouse’s 86th birthday.

The following is a description of the MaximumAnniversary Value and Combination HV & Roll-Up

death benefits following Spousal Continuation forcontracts issued on or after May 1, 2009:

The death benefit is calculated differently depending onwhether the original Owner had elected one of the LivingBenefits, described above.

Maximum Anniversary Value Payable Upon ContinuingSpouse’s Death:

The following describes the death benefit withoutelection of a Living Benefit:

If the Continuing Spouse is age 82 or younger on theContinuation Date, the death benefit will be the greatest of:

a. Contract value; or

b. Continuation Net Purchase Payments; or

c. Maximum anniversary value on any contractanniversary that occurred after the ContinuationDate, but prior to the earlier of the ContinuingSpouse’s 83rd birthday or date of death, plus anyContinuation Purchase Payments received since thatanniversary; and reduced for any withdrawals sincethat anniversary in the same proportion that thewithdrawal reduced the contract value on the date ofsuch withdrawal. The anniversary values for anyyear is equal to the contract value on the applicableanniversary after the Continuation Date.

If the Continuing Spouse is age 83-85 on the Continuationdate, the death benefit will be the greater of:


b. The lesser of:

(1) Continuation Net Purchase Payments; or

(2) 125% of the contract value.

If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal to the contractvalue.

The following describes the death benefit with electionof a Living Benefit:



b. Continuation Purchase Payments reduced by:

(i) any Withdrawal Adjustments after theContinuation Date, if the Living Benefit has notbeen terminated; or

(ii) any Withdrawal Adjustments after theContinuation Date, prior to the date the LivingBenefit is terminated; and reduced for anywithdrawals in the same proportion that the

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withdrawal reduced the contract value on thedate of such withdrawal on or after the datethe Living Benefit is terminated.

c. Maximum anniversary value on any contractanniversary that occurred after the ContinuationDate, but prior to the earlier of the ContinuingSpouse’s 83rd birthday or date of death, plusContinuation Purchase Payments received since thatcontract anniversary; and reduced by:

(i) any Withdrawal Adjustments since that contractanniversary, if the Living Benefit has not beenterminated: or

(ii) any Withdrawal Adjustments since that contractanniversary, prior to the date the Living Benefitis terminated; and reduced for any withdrawalsin the same proportion that the withdrawalreduced the contract value on the date of suchwithdrawal on or after the date the LivingBenefit is terminated.

The anniversary value for any year is equal to thecontract value on the applicable anniversary.

If the Continuing Spouse is age 83-85 on the Continuationdate, the death benefit will be the greater of:


b. The lesser of:

(1) Continuation Net Purchase Payments; or

(2) 125% of the contract value.

If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal to the contractvalue.

If the original owner elected the Optional CombinationHV & Roll-Up Death Benefit and the Continuing Spousecontinues the contract on the Continuation Date before their85th birthday and does not terminate this optional deathbenefit, the death benefit will be the greatest of:


2. Maximum anniversary value on any contractanniversary that occurred after the ContinuationDate, but prior to the earlier of the ContinuingSpouse’s 85th birthday or date of death, plus anyContinuation Purchase Payments received since thatanniversary and reduced for any withdrawals sincethat anniversary in the same proportion that thewithdrawal reduced the contract value on the date ofsuch withdrawal. The anniversary value for any yearis equal to the contract value on the applicableanniversary after the Continuation Date.

3. Continuation Net Purchase Payments received priorto the Continuing Spouse’s 80th birthdayaccumulated at 5% through the earliest of:

(a) 15 years after the contract date; or

(b) The day before the Continuing Spouse’s 80thbirthday; or

(c) The Continuing Spouse’s date of death,adjusted for Continuation Net PurchasePayments received after the timeframesoutlined in (a)-(c). Continuation Net PurchasePayments received after the timeframesoutlined in (a)-(c) will not accrue at 5%.

If the Continuing Spouse is age 85 or older on theContinuation Date, the death benefit is equal to contractvalue and the optional Combination HV & Roll-Up DeathBenefit fee will no longer be deducted.

If the Continuing Spouse terminates the Combination HV &Roll-Up death benefit on the Continuation Date, thestandard death benefit for the Continuing Spouse appliesupon his/her death and the fee for the Combination HV &Roll-Up death benefit no longer applies.

The following is a description of the Purchase PaymentAccumulation and Maximum Anniversary Value deathbenefit options following Spousal Continuation forcontracts issued between June 2, 2004 and April 30, 2009:

Purchase Payment Accumulation Option Payable UponContinuing Spouse’s Death:



2. Continuation Net Purchase Payments, compoundedat 3% annual growth rate, to the earlier of theContinuing Spouse’s 75th birthday or date of death,reduced for withdrawals after the 75th birthday inthe same proportion that the contract value wasreduced on the date of such withdrawal, andadjusted for any Purchase Payments received afterthe Continuing Spouse’s 75th birthday; or

3. Contract value on the seventh contract anniversary(from the original contract issue date), reduced forwithdrawals since the seventh contract anniversaryin the same proportion that the contract value wasreduced on the date of such withdrawal, andadjusted for any Net Purchase Payments receivedafter the seventh contract anniversary.

If the Continuing Spouse is age 75-82 on the ContinuationDate, the death benefit will be the greatest of:


2. Continuation Net Purchase Payments; or

3. Maximum anniversary value on any contractanniversary that occurred after the ContinuationDate, but prior to the Continuing Spouse’s 83rdbirthday. The anniversary value for any year is equalto the contract value on the applicable contractanniversary date, reduced for withdrawals since thatcontract anniversary in the same proportion that the

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contract value was reduced on the date of suchwithdrawal, and adjusted for any PurchasePayments received since that anniversary date.

If the Continuing Spouse is age 83-85 on the ContinuationDate, then the death benefit will be the greater of:

1. Contact value; or

2. The lesser of:

a. Continuation Net Purchase Payments; or


If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal to contractvalue.

Maximum Anniversary Value Option Payable UponContinuing Spouse’s Death:




3. Maximum anniversary value on any contractanniversary that occurred after the ContinuationDate, but prior to the Continuing Spouse’s 83rdbirthday. The anniversary value for any year is equalto the contract value on the applicable contractanniversary date after the Continuation Date,reduced for withdrawals since that contractanniversary in the same proportion that the contractvalue was reduced on the date of such withdrawal,and adjusted for any Continuation Net PurchasePayments received since that anniversary date.

If the Continuing Spouse is age 83-85 on the ContinuationDate, then the death benefit will be the greater of:

1. Contact value; or

2. The lesser of:

a. Continuation Net Purchase Payments; or


If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal to contractvalue.

If the contract was issued between June 2, 2004 andMay 1, 2007, and the Continuing Spouse is age 86 andolder on the Continuation Date or age 90 and older atdeath, the death benefit is equal to the contract value.

The following is a description of the Purchase PaymentAccumulation and Maximum Anniversary Value deathbenefit options following Spousal Continuation forcontracts issued between October 24, 2001 and June 1,2004:


If a Continuation Contribution is added on the ContinuationDate, the death benefit is the greatest of:

1. The contract value; or

2. Continuation Net Purchase Payments compounded tothe date of death at a 4% annual growth rate, (3%growth rate if the Continuing Spouse was age 70 orolder on the Continuation Date) plus any PurchasePayments recorded after the date of death; andreduced by any Gross Withdrawals recorded afterthe date of death in the same proportion that theGross Withdrawal reduced the contract value on thedate of each withdrawal; or

3. Contract value on the seventh contract anniversaryfollowing the original issue date of the contract, plusany Purchase Payments since the seventh contractanniversary and reduced for any Gross Withdrawalsrecorded after the seventh contract anniversary inthe same proportion that the Gross Withdrawalreduced the contract value on the date of the GrossWithdrawal, all compounded at a 4% annual growthrate until the date of death (3% annual growth rateif the Continuing Spouse is age 70 or older on theContinuation Date) plus any Purchase Payments;and reduced for any withdrawals recorded after thedate of death in the same proportion that eachwithdrawal reduced the contract value on the date ofthe withdrawal.

If a Continuation Contribution is not added on theContinuation Date, the death benefit is the greater of:


2. Net Purchase Payments made from the originalcontract issue date compounded to the date of deathat a 4% annual growth rate, (3% growth rate if theContinuing Spouse was age 70 or older on theoriginal contract issue date) plus any PurchasePayments recorded after the date of death; andreduced for any Gross Withdrawals recorded afterthe date of death in the same proportion that eachGross Withdrawal reduced the contract value on thedate of the withdrawal; or

3. Contract value on the seventh contract anniversaryfollowing the original issue date of the contract, plusany Purchase Payments since the seventh contractanniversary; and reduced for any Gross Withdrawalssince the seventh contract anniversary in the sameproportion that each Gross Withdrawal reduced thecontract value on the date of the Gross Withdrawal,all compounded at a 4% annual growth rate until thedate of death (3% annual growth rate if theContinuing Spouse is age 70 or older on the contractissue date) plus any Purchase Payments; andreduced for any Gross Withdrawals recorded after

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the date of death in the same proportion that eachGross Withdrawal reduced the contract value on thedate of the Gross Withdrawal.

Maximum Anniversary Value Option Payable UponContinuing Spouse’s Death:

If the Continuing Spouse is below age 90 at the time ofdeath, and:

If a Continuation Contribution is added on the ContinuationDate, the death benefit is the greatest of:



3. Maximum anniversary value on any contractanniversary occurring after the Continuation Dateand prior to the Continuing Spouse’s 81st birthday.The anniversary value equals the contract value on acontract anniversary plus any Purchase Paymentsmade since that contract anniversary; and reducedfor any Gross Withdrawals recorded since thecontract anniversary in the same proportion thateach Gross Withdrawal reduced the contract valueon the date of the Gross Withdrawal. Contractanniversary is defined as any anniversary followingthe full 12 month period after the original contractissue date.

If a Continuation Contribution is not added on theContinuation Date, the death benefit is the greatest of:


2. Net Purchase Payments received since the originalissue date; or

3. Maximum anniversary value on any contractanniversary from the original contract issue dateprior to the Continuing Spouse’s 81st birthday. Theanniversary value equals the contract value on acontract anniversary plus any Purchase Paymentssince that contract anniversary; and reduced for anyGross Withdrawals since the contract anniversary inthe same proportion that the Gross Withdrawalreduced each contract value on the date of the GrossWithdrawal. Contract anniversary is defined as thefull 12 month period after the original contract issuedate.

If the Continuing Spouse is age 90 or older at the time ofdeath, their beneficiary will receive only the contract value.

The following is a description of the Purchase PaymentAccumulation and Maximum Anniversary Value deathbenefit options following Spousal Continuation forcontracts issued prior to October 24, 2001:


If a Continuation Contribution is added on the ContinuationDate, the death benefit is the greater of:


2. Contract value on the Continuation Date (includingthe Continuation Contribution) plus any PurchasePayments minus any withdrawals made since theContinuation Date compounded to the date of deathat a 4% annual growth rate, (3% growth rate if theContinuing Spouse was age 70 or older on theContinuation Date) plus any Purchase Paymentsminus withdrawals recorded after the date of death;or

3. Contract value on the seventh contract anniversaryfollowing the original issue date of the contract, plusany Purchase Payments and less any withdrawals,since the seventh contract anniversary, allcompounded at a 4% annual growth rate until thedate of death (3% growth rate if the ContinuingSpouse is age 70 or older on the Continuation Date)plus any Purchase Payments less withdrawalsrecorded after the date of death. The ContinuationContribution is considered a Purchase Paymentreceived on the Continuation Date.



2. Purchase Payments minus withdrawals made fromthe original contract issue date compounded to thedate of death at a 4% annual growth rate, (3%growth rate if the Continuing Spouse was age 70 orolder on the Contract Issue Date) plus any PurchasePayments minus withdrawals recorded after the dateof death; or

3. The contract value on the seventh contractanniversary following the original issue date of thecontract, plus any Purchase Payments and less anywithdrawals, since the seventh contract anniversary,all compounded at a 4% annual growth rate until thedate of death (3% growth rate if the ContinuingSpouse was age 70 or older on the Contract IssueDate) plus any Purchase Payments less withdrawalsrecorded after the date of death.

Maximum Anniversary Value Death Benefit OptionFollowing Spousal Continuation:

If the Continuing Spouse is below age 90 at the time ofdeath, and:

If a Continuation Contribution is added on the ContinuationDate, the death benefit is the greater of:


B-4

2. Continuation Net Purchase Payments plus PurchasePayments made since the Continuation Date; andreduced for withdrawals in the same proportion thatthe contract value was reduced on the date of suchwithdrawal; or

3. Maximum anniversary value on any contractanniversary occurring after the Continuation Dateprior to the Continuing Spouse’s 81st birthday. Theanniversary value equals the contract value on acontract anniversary plus any Purchase Paymentssince that contract anniversary; and reduced for anywithdrawals recorded since that contract anniversaryin the same proportion that the withdrawal reducedthe contract value on the date of the withdrawal.Contract anniversary is defined as any anniversaryfollowing the full 12 month period after the originalcontract issue date.



2. Net Purchase Payments received since the originalissue date; or

3. Maximum anniversary value on any contractanniversary from the original contract issue dateprior to the Continuing Spouse’s 81st birthday. Theanniversary value equals the contract value on acontract anniversary plus any Purchase Paymentssince that contract anniversary; and reduced for anywithdrawals recorded since that contract anniversaryin the same proportion that the withdrawal reducedthe contract value on the date of the withdrawal.Contract anniversary is defined as any anniversaryfollowing the full 12 month period after the originalcontract issue date.

If the Continuing Spouse is age 90 or older at the time ofdeath, their beneficiary will receive only the contract value.

The EstatePlus Benefit Payable upon ContinuingSpouse’s Death:

The EstatePlus benefit is only available if the original ownerelected EstatePlus and the Continuing Spouse is age 80 oryounger on the Continuation Date. EstatePlus benefit is notpayable after the Latest Annuity Date.

If the Continuing Spouse had earnings in the contract at thetime of his/her death, we will add a percentage of thoseearnings (the “EstatePlus Percentage”), subject to amaximum dollar amount (the “Maximum EstatePlusPercentage”), to the death benefit payable. The contractyear of death will determine the EstatePlus Percentage andthe Maximum EstatePlus Benefit.

On the Continuation Date, if the Continuing Spouse is 69 oryounger, the table below shows the available EstatePlusbenefit:




Years 0-4 25% of Earnings 40% of Continuation NetPurchase Payments*

Years 5-9 40% of Earnings 65% of Continuation NetPurchase Payments*

Years 10+ 50% of Earnings 75% of Continuation NetPurchase Payments*

On the Continuation Date, if the Continuing Spouse isbetween his/her 70th and 81st birthdays, table below showsthe available EstatePlus benefit:




All ContractYears

25% of Earnings 40% of Continuation NetPurchase Payments*

* Purchase Payments received after the 5th anniversary of theContinuation Date must remain in the contract for at least 6full months to be included as part of the Continuation NetPurchase Payments for the purpose of the MaximumEstatePlus Benefit calculation.

What is the Contract Year of Death?

Contract Year of Death is the number of full 12-monthperiods starting on the Continuation Date and ending on theContinuing Spouse’s date of death. The Contract Year ofDeath is used to determine the EstatePlus Percentage andMaximum EstatePlus benefit as indicated in the tablesabove.

What is the EstatePlus benefit?

We determine the EstatePlus benefit using the EstatePlusPercentage, as indicated in the tables above, which is aspecified percentage of the earnings in the contract at thetime of the Continuing Spouse’s death. For the purpose ofthis calculation, earnings equals (1) minus (2) where

(1) equals the contract value on the ContinuingSpouse’s date of death;

(2) equals the Continuation Net Purchase Payment(s).

What is the Maximum EstatePlus amount?

The EstatePlus benefit is subject to a maximum dollaramount. The Maximum EstatePlus benefit is equal to aspecified percentage of the Continuation Net PurchasePayments, as indicated in the tables above.

We reserve the right to modify, suspend or terminatethe Spousal Continuation provision (in its entirety orany component) at any time with respect toprospectively issued contracts.

B-5

APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY

PROSPECTUS PROVISION AVAILABILITY OR VARIATION ISSUE STATE

Administration Charge Contract Maintenance Fee is $30. North DakotaDeath Benefits If the contract is issued on or after your 83rd birthday, but before your 86th birthday, the Maximum

Anniversary Value death benefit is the greater of: 1) contract value or 2) Net Purchase Payments. TheCombination HV & Roll-Up and EstatePlus death benefits are not available.

Washington

Death Benefits UponSpousal Continuation

If you continue your contract on or after your 83rd birthday, the death benefit is equal to contract value. Washington

Free Look If you reside in Arizona and are age 65 or older on your Contract Date, the Free Look period is 30 days ArizonaFree Look If you reside in California and are age 60 or older on your Contract Date, the Free Look period is 30 days. CaliforniaIncome Phase You may begin the Income Phase any time after your first contract anniversary. FloridaMarketLock Income PlusMarketLock For Life PlusMarketLock For Life

You may elect the current Maximum Anniversary Withdrawal Amount to be received monthly. Oregon

MarketLock Income PlusMarketLock For Life PlusMarketLock For LifeMarketLockMarketLock For TwoPolaris Income RewardsCapital Protector

Charge will be deducted pro-rata from Variable Portfolios only. OregonTexasWashington

Premium Tax We deduct premium tax charges of 0.50% for Qualified contracts and 2.35% for Non-Qualified contracts basedon contract value when you begin the Income Phase.

California

Premium Tax We deduct premium tax charges of 2.0% for Non-Qualified contracts based on total Purchase Payments whenyou begin the Income Phase.

Maine

Premium Tax We deduct premium tax charges of 3.5% for Non-Qualified contracts based on contract value when you beginthe Income Phase.

Nevada

Premium Tax For the first $500,000 in the contract, we deduct premium tax charges of 1.25% for Non-Qualified contractsbased on total Purchase Payments when you begin the Income Phase. For any amount in excess of $500,000 inthe contract, we deduct front-end premium tax charges of 0.08% for Non-Qualified contracts based on totalPurchase Payments when you begin the Income Phase.

South Dakota

Premium Tax We deduct premium tax charges of 1.0% for Qualified contracts and 1.0% for Non-Qualified contracts based oncontract value when you begin the Income Phase.

West Virginia

Premium Tax We deduct premium tax charges of 1.0% for Non-Qualified contracts based on total Purchase Payments whenyou begin the Income Phase.

Wyoming

Systematic Withdrawal Minimum withdrawal amount is $250 per withdrawal or the penalty free withdrawal amount. OregonTransfer Privilege Any transfer over the limit of 15 will incur a $10 transfer fee. Pennsylvania

Texas

C-1

APPENDIX D – THE GUARANTEE FOR CONTRACTS ISSUED PRIOR TO DECEMBER 29, 2006

GUARANTEE OF INSURANCE OBLIGATIONS

The Company’s insurance policy obligations for individualand group contracts issued by SunAmerica Annuity prior toDecember 29, 2006 at 4:00 p.m. Eastern Time, areguaranteed (the “Guarantee”) by American HomeAssurance Company (“American Home” or “Guarantor”).

As of December 29, 2006 at 4:00 p.m. Eastern Time(the “Point of Termination”), the Guarantee by AmericanHome was terminated for prospectively issued contracts. TheGuarantee will not cover any contracts or certificates with adate of issue later than the Point of Termination. TheGuarantee will continue to cover individual contracts,individual certificates and group unallocated contracts with adate of issue earlier than the Point of Termination until allinsurance obligations under such contracts or certificates aresatisfied in full. Insurance obligations include, withoutlimitation, contract value invested in any available FixedAccounts, death benefits, living benefits and annuity incomeoptions. The Guarantee does not guarantee contract value orthe investment performance of the Variable Portfoliosavailable under the contracts. The Guarantee provides thatindividual contract owners, individual certificate holders andgroup unallocated contract owners with a date of issueearlier than the Point of Termination can enforce theGuarantee directly.

Guarantees for contracts and certificates issued prior to theMerger will continue after the Merger. As a result, theMerger of SunAmerica Annuity into AGL will not impact theinsurance obligations under the Guarantee. Please see THECOMPANY above for more details regarding theMerger.

American Home is a stock property-casualty insurancecompany incorporated under the laws of the State of NewYork on February 7, 1899. American Home’s principalexecutive office is located at 175 Water Street, New York,New York 10038. American Home is licensed in all 50states of the United States and the District of Columbia, aswell as certain foreign jurisdictions, and engages in a broadrange of insurance and reinsurance activities. AmericanHome, an affiliate of the Company, is an indirect whollyowned subsidiary of American International Group, Inc.

D-1

APPENDIX E – MARKETLOCK INCOME PLUS EXTENSION PARAMETERS FOR CONTRACTS PURCHASEDPRIOR TO MAY 3, 2009

MARKETLOCK INCOME PLUS EXTENSIONPARAMETERS

The information below is important to you if you purchaseda contract between May 1, 2008 and May 3, 2009 and youelected the MarketLock Income Plus living benefit. Asdescribed in the prospectus you received when youpurchased the contract, the initial Income Base EvaluationPeriod and initial Income Credit Period end after the fifthcontract year. On or about your fifth contract anniversaryyou will have an opportunity to extend both the IncomeBase Evaluation Period and the Income Credit Period(the “Extension”) for an additional five years. In choosingthe Extension, your fee and investment requirements willchange as detailed below. No other parameters or terms ofyour current benefit will change as a result of theExtension.

If you do not wish to elect the Extension, no further actionis required by you. Your benefit will continue withoutchange. You will continue to pay the same fee and can takethe Maximum Annual Withdrawal Amount in effect at theend of the Income Base Evaluation Period. You will alsohave the same investment requirements. However, yourIncome Base will no longer be adjusted for higheranniversary values or income credits. Please note that if youdo not elect the Extension when it is offered, you will not bepermitted to extend the Income Base Evaluation and IncomeCredit Periods in the future.


For information on the MarketLock Income Plus livingbenefit you elected at the time of purchase, please see theMarketLock Income Plus, MarketLock For Life Plus andMarketLock For Life under OPTIONAL LIVINGBENEFITS.


To elect the Extension, you must complete the ElectionForm you will receive. The terms of the Extension forcontracts purchased between May 1, 2008 and May 3, 2009are detailed below. The Income Base Evaluation Period andthe Income Credit Period may both be extended for anadditional 5 year period.


If you elect the Extension, the fee for the living benefit willbe increased by 0.25% as follows:




One 0.95% 1.20%

Two 1.20% 1.45%

What are the investment requirements if I elect theExtension?

The Investment Requirements for the Extension aredifferent from, and are more restrictive than, the investmentrequirements of your current MarketLock Income Plus livingbenefit. If you elect the Extension, you must allocate yourassets in accordance with one of the following options:

Option 1 Up to 50% in one or more of the following:American Funds Asset Allocation SASTAsset AllocationBalanced (JPM)Franklin Income VIP FundSA MFS Total Return

Up to 100% in one or more of the following:SunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioUltra Short Bond Portfolio

Option 2 25% SunAmerica Dynamic Allocation Portfolio and25% SunAmerica Dynamic Strategy Portfolio and

50% in one of the following Polaris Portfolio Allocator Models:Model 1, Model 2 or Model 3

As a reminder, you also have the option to cancel yourMarketLock Income Plus living benefit on your fifth or tenthanniversaries, or any anniversary after the tenth. If youelect to cancel your living benefit, you will no longer receivethe guarantees of the MarketLock Income Plus living benefitand you will no longer be charged the fee.

E-1

(This page intentionally left blank)

Please forward a copy (without charge) of the Polaris PlatinumII Variable Annuity Statement of AdditionalInformation to:

(Please print or type and fill in all information.)

Name

Address

City/State/Zip

Contract Issue Date:

Date: Signed:

Return to: American General Life Insurance Company, Annuity Service Center, P.O. Box 15570,Amarillo, Texas 79105-5570

[THIS PAGE INTENTIONALLY LEFT BLANK]

PRIVACY NOTICE Rev. 3/2016

FACTSWHAT DO AMERICAN GENERAL LIFE INSURANCE COMPANY (AGL) AND THEUNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (US Life)DO WITH YOUR PERSONAL INFORMATION?

Why?Financial companies choose how they share your personal information. Federal law gives consumers theright to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, andprotect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us.This information can include:

• Social Security number and Medical Information• Income and Credit History• Payment History and Employment Information

When you are no longer our customer, we continue to share your information as described in this notice.

How?All financial companies need to share customers’ personal information to run their everyday business. Inthe section below, we list the reasons financial companies can share their customers’ personal information;the reasons AGL and US Life choose to share; and whether you can limit this sharing.

Reasons we can share your personal information Do AGL & US Lifeshare?

Can you limit thissharing?

For our everyday business purposes — such as to process your transactions,maintain your account(s), respond to court orders and legal investigations,conduct research including data analytics, or report to credit bureaus. Yes No

For our marketing purposes — to offer our products and services to you Yes No

For joint marketing with other financial companies Yes No

For our affiliates’ everyday business purposes — information about yourtransactions and experiences Yes No

For our affiliates’ everyday business purposes — information about yourcreditworthiness No We don’t share

For nonaffiliates to market to you No We don’t share

Questions? For AGL and US Life variable or index annuity contracts, call 1-800-445-7862, or send a secure messagevia our website at www.aig.com/asc/eservice or write to us at: P. O. Box 15570, Amarillo, TX 79105-5570.

For AGL and US Life variable universal life insurance policies, call 1-800-340-2765 or write to us at:VUL Administration, P. O. Box 305600, Nashville, TN 37230-5600.

For AGL and US Life Corporate Markets Group or High Net Worth life policies or annuity contracts, call1-888-222-4943 (AGL), 1-877-883-6596 (US Life) or 1-800-871-4536 (High Net Worth) or write to us at:Affluent and Corporate Markets Group, 2929 Allen Parkway - A35-50, Houston, TX 77019.

For AGL and US Life single premium immediate variable annuity contracts, call 1-877-299-1724, emailus at: [email protected] or write to us at: Group Annuity Admin Department, 405 King Street,4th Floor, Wilmington, DE 19801.

Rev. 3/2016Page 2

Who we are

Who is providing this notice? American General Life Insurance Company and The United States Life InsuranceCompany in the City of New York.

What we do

How do AGL & US Life protectmy personal information?

To protect your personal information from unauthorized access and use, we usesecurity measures that comply with federal law. These measures include computersafeguards and secured files and buildings. We restrict access to employees,representatives, agents, or selected third parties who have been trained to handlenonpublic personal information.

How do AGL & US Life collect We collect your personal information, for example, when youmy personal information? • Open an account or give us your contact information

• Provide account information or make a wire transfer• Deposit money or close/surrender an account

We also collect your personal information from others, such as credit bureaus,affiliates, or other companies.

Why can’t I limit all sharing? Federal law gives you the right to limit only• sharing for affiliates’ everyday business purposes — information about your

creditworthiness• affiliates from using your information to market to you• sharing for nonaffiliates to market to you

State laws may give you additional rights to limit sharing. See below for more on yourrights under state law.

Definitions

Affiliates Companies related by common ownership or control. They can be financial and non-financial companies.

• Our affiliates include the member companies of American International Group, Inc.

Nonaffiliates Companies not related by common ownership or control. They can be financial andnonfinancial companies.

• AGL & US Life do not share with nonaffiliates so they can market to you.

Joint Marketing A formal agreement between nonaffiliated financial companies that together marketfinancial products or services to you.

• Our joint marketing partners include companies with which we jointly offerinsurance products, such as a bank.

Other important information

You have the right to see and, if necessary, correct personal data. This requires a written request, both to see your personaldata and to request correction. We do not have to change our records if we do not agree with your correction, but we willplace your statement in our file. If you would like a more detailed description of our information practices and your rights,please write us at the addresses indicated on the first page.

For Vermont Residents only. We will not disclose information about your creditworthiness to our affiliates and will notdisclose your personal information, financial information, credit report, or health information to nonaffiliated third parties tomarket to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Additionalinformation concerning our privacy policies can be found using the contact information above for Questions.

For California Residents only. We will not share information we collect about you with nonaffiliated third parties, exceptas permitted by California law, such as to process your transactions or to maintain your account.

For Nevada Residents only. We are providing this notice pursuant to state law. You may be placed on our internal Do NotCall List by calling the numbers referenced in the Questions section. Nevada law requires that we also provide you with thefollowing contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. WashingtonSt., Suite 3900, Las Vegas, NV 89101; Phone number: 702-486-3132; email: [email protected]. You may contact ourcustomer service department by using the contact information referenced in the Questions section.

Polaris Platinum II

PresortStandard

US Postage PaidPermit # 1793Lancaster, PA

For online access to fund prospectuses for the investment portfolios in this variable annuity, please go to aig.com/getprospectus.

S4575PRO.7 (5/16)

Annuity Service CenterP.O. Box 15570Amarillo, TX 79105-5570

CHANGE SERVICE REQUESTED

*S4575PRO.6*

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