Polaris Choice III - AIG · 2005. 2. 16. · SA JPMorgan MFS Core Bond J.P. Morgan Investment...

Your Total Retirement Package®

ProspectusMay , 20 5

Polaris Choice III

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.

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) and availableFixed Account options. Each Variable Portfolio invests exclusively in shares of one of the Underlying Funds listed below. The UnderlyingFunds are part of the AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Anchor Series Trust, Columbia FundsVariable Insurance Trust I, Columbia Funds Variable Series Trust II, Franklin Templeton Variable Insurance Products Trust, LordAbbett Series Fund, Inc., Principal Variable Contracts Funds, Inc., Seasons Series Trust and SunAmerica Series Trust. All of theUnderlying 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 SAST Capital Research and Management Company1

American Funds Growth SAST Capital Research and Management Company1

American Funds Growth-Income SAST Capital Research and Management Company1

Asset Allocation 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, LLCColumbia VP-Income Opportunities Fund Columbia Management Investment Advisers, LLCColumbia VP-Large Cap Growth Fund2 Columbia Management Investment Advisers, LLC2

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. LLCManaged Allocation Balanced SunAmerica Asset Management, LLC3

Managed Allocation Growth SunAmerica Asset Management, LLC3

Managed Allocation Moderate SunAmerica Asset Management, LLC3

Managed Allocation Moderate Growth SunAmerica Asset Management, LLC3

Mid-Cap Growth J.P. Morgan Investment Management Inc.Natural Resources Wellington Management Company LLPReal Estate FIAM LLC4

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 Company

(Underlying Funds continued on next page)

UNDERLYING FUNDS: Managed by:SA Legg Mason BW Large Cap Value Portfolio5 Brandywine Global Investment Management, LLC.5

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.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 Portfolio6 Dimensional Fund Advisors LP6

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

UNDERLYING FUNDS: Managed by:Balanced Edge Asset Management, Inc.Conservative Balanced Edge Asset Management, Inc.Conservative Growth Edge Asset Management, Inc.Equity Income Account Edge Asset Management, Inc.Flexible Income Edge Asset Management, Inc.Strategic Growth 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 On November 20, 2015, the Columbia VP–Marsico Focused Equities Fund merged into the Columbia VP–Large Cap GrowthFund III and the investment manager changed from Marsico Capital Management, LLC to Columbia Management InvestmentAdvisers, LLC. On May 2, 2016, the Columbia VP–Large Cap Growth Fund III merged into the Columbia VP–Large CapGrowth Fund.

3 On July 29, 2015, the investment manager changed from Ibbotson Associates, Inc. to SunAmerica Asset Management, LLC.4 On December 10, 2015, the investment manager Pyramis Global Advisors, LLC was renamed FIAM LLC.5 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.6 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.

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.

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

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

Optional SunAmerica Income Plus and SunAmericaIncome Builder Fee . . . . . . . . . . . . . . . . . . . . . . . . 6

Optional MarketLock For Life Fee . . . . . . . . . . . . . . 6Total Annual Portfolio Operating Expenses . . . . . . . . . 6

MAXIMUM AND MINIMUM EXPENSE EXAMPLES . . . . . . 8THE POLARIS CHOICEIII VARIABLE ANNUITY. . . . . . . . . . . 9PURCHASING A POLARIS CHOICEIII

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

INVESTMENT OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Variable Portfolios . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

AIM Variable Insurance Funds (Invesco VariableInsurance Funds). . . . . . . . . . . . . . . . . . . . . . . . . . 13

Columbia Funds Variable Insurance Trust I . . . . . . . 13Columbia Funds Variable Series Trust II . . . . . . . . . 13Franklin Templeton Variable Insurance Products

Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Lord Abbett Series Fund, Inc.. . . . . . . . . . . . . . . . . . 13Principal Variable Contracts Funds, Inc. . . . . . . . . . 13Anchor Series Trust . . . . . . . . . . . . . . . . . . . . . . . . . 13Seasons Series Trust . . . . . . . . . . . . . . . . . . . . . . . . . 13SunAmerica Series Trust. . . . . . . . . . . . . . . . . . . . . . 13

Substitution, Addition or Deletion of VariablePortfolios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Fixed Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Dollar Cost Averaging Fixed Accounts. . . . . . . . . . . . . 17Dollar Cost Averaging Program . . . . . . . . . . . . . . . . . . 18Polaris Portfolio Allocator Program . . . . . . . . . . . . . . . 1850%-50% Combination Model Program . . . . . . . . . . . . 20Transfers During the Accumulation Phase. . . . . . . . . . 22Automatic Asset Rebalancing Program . . . . . . . . . . . . 24Return Plus Program . . . . . . . . . . . . . . . . . . . . . . . . . . 25Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ACCESS TO YOUR MONEY. . . . . . . . . . . . . . . . . . . . . . . . . . 25Free Withdrawal Amount . . . . . . . . . . . . . . . . . . . . . . . 25Systematic Withdrawal Program . . . . . . . . . . . . . . . . . 27Nursing Home Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . 27Minimum Contract Value . . . . . . . . . . . . . . . . . . . . . . . 27Qualified Contract Owners . . . . . . . . . . . . . . . . . . . . . . 27

OPTIONAL LIVING BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . 27SunAmerica Income Plus and SunAmerica Income

Builder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30MarketLock For Life . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

MARKETLOCK AND MARKETLOCK FOR TWOEXTENSION PARAMETERS . . . . . . . . . . . . . . . . . . . . . . . . 43

MARKETLOCK INCOME PLUS, MARKETLOCK FOR LIFEPLUS AND MARKETLOCK FOR LIFE EXTENSIONPARAMETERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46Beneficiary Continuation Programs . . . . . . . . . . . . . . . 47Death Benefit Defined Terms . . . . . . . . . . . . . . . . . . . . 48Standard Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . 48Optional Combination HV & Roll-Up Death Benefit . . 48Optional Maximum Anniversary Value Death Benefit . 49Optional EstatePlus Benefit . . . . . . . . . . . . . . . . . . . . . 49Spousal Continuation . . . . . . . . . . . . . . . . . . . . . . . . . . 50

EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Separate Account Expenses . . . . . . . . . . . . . . . . . . . . . 51Withdrawal Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Underlying Fund Expenses . . . . . . . . . . . . . . . . . . . . . . 51Contract Maintenance Fee . . . . . . . . . . . . . . . . . . . . . . 52Transfer Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Optional Living Benefit Fees . . . . . . . . . . . . . . . . . . . . 52Optional SunAmerica Income Plus and SunAmerica

Income Builder Living Benefit Fee . . . . . . . . . . . . . . 52Optional MarketLock For Life Fee . . . . . . . . . . . . . . . . 52Optional Combination HV & Roll-Up Death Benefit

Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Optional Maximum Anniversary Value Death Benefit

Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Optional EstatePlus Fee . . . . . . . . . . . . . . . . . . . . . . . . 53Premium Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Reduction or Elimination of Fees, Expenses and

Additional Amounts Credited . . . . . . . . . . . . . . . . . . 53PAYMENTS IN CONNECTION WITH DISTRIBUTION OF

THE CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53ANNUITY INCOME OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . 55

The Income Phase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Annuity Income Options . . . . . . . . . . . . . . . . . . . . . . . . 55Fixed or Variable Annuity Income Payments. . . . . . . . 56Annuity Income Payments . . . . . . . . . . . . . . . . . . . . . . 56Transfers During the Income Phase . . . . . . . . . . . . . . . 57Deferment of Payments . . . . . . . . . . . . . . . . . . . . . . . . 57

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57Annuity Contracts in General . . . . . . . . . . . . . . . . . . . . 57Tax Treatment of Distributions – Non-Qualified

Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57Tax Treatment of Distributions – Qualified Contracts . 58Required Minimum Distributions . . . . . . . . . . . . . . . . . 59Tax Treatment of Death Benefits. . . . . . . . . . . . . . . . . 60Tax Treatment of Optional Living Benefits . . . . . . . . . 60Contracts Owned by a Trust or Corporation . . . . . . . . 60Foreign Account Tax Compliance (“FATCA”) . . . . . . 60Other Withholding Tax . . . . . . . . . . . . . . . . . . . . . . . . . 60Gifts, Pledges and/or Assignments of a Contract . . . . 61Diversification and Investor Control . . . . . . . . . . . . . . . 61

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61The Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61The Separate Account. . . . . . . . . . . . . . . . . . . . . . . . . . 62The General Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 62Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . 63Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64Registration Statements . . . . . . . . . . . . . . . . . . . . . . . . 64

CONTENTS OF STATEMENT OF ADDITIONALINFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

APPENDIX A – CONDENSED FINANCIAL INFORMATION . . A-1APPENDIX B – FORMULA AND EXAMPLES OF

CALCULATIONS OF THE SUNAMERICA INCOME PLUSAND SUNAMERICA INCOME BUILDER FEE . . . . . . . . . . B-1

APPENDIX C – STATE CONTRACT AVAILABILITY AND/ORVARIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

APPENDIX D – THE GUARANTEE FOR CONTRACTSISSUED PRIOR TO DECEMBER 29, 2006 . . . . . . . . . . . . D-1

APPENDIX E – LIVING BENEFITS FOR CONTRACTSISSUED PRIOR TO JANUARY 19, 2010 . . . . . . . . . . . . . . E-1

APPENDIX F – MARKETLOCK INCOME PLUS EXTENSIONPARAMETERS FOR CONTRACTS PURCHASED PRIORTO MAY 3, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX G – DEATH BENEFITS FOLLOWING SPOUSALCONTINUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

APPENDIX H – DEATH BENEFITS AND SPOUSALCONTINUATION DEATH BENEFITS FORCONTRACTS ISSUED PRIOR TO MAY 1, 2010 . . . . . . . . H-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.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 and theSecure Value Account, including any interest credited thereon,and amounts owed under your contract for death and/or livingbenefits which are in excess of portions of contract valueallocated to the Variable Portfolios.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. Aneconomic 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.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.Purchase Payments - The money you give us to buy andinvest in the contract.Purchase Payments Limit - $1,500,000.Qualified (contract) - A contract purchased with pretaxdollars. These contracts are generally purchased under apension plan, specially sponsored program or IRA.Secure Value Account - A Fixed Account, available only withelection of certain living benefits, to which we allocate apercentage of every Purchase Payment and ContinuationContribution.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 I, ColumbiaFunds Variable Series Trust II, Franklin Templeton VariableInsurance Products Trust, Lord Abbett Series Fund, Inc.,Principal Variable Contracts Funds, Inc., Seasons Series Trustand SunAmerica 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 Choice III 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, if available. Like all deferred annuities, thecontract has an Accumulation Phase and an Income Phase.During the Accumulation Phase, you invest money in yourcontract. The Income Phase begins when you start receivingannuity income payments from your annuity to help providefor your retirement.

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. The amount refunded may be moreor less than your original Purchase Payments. We willreturn your original Purchase Payments if required by law.Please see 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 may be waived if contractvalue is $50,000 or more. We also deduct separate accountcharges which equal 1.52% annually of the average dailyvalue of your contract allocated to the Variable Portfolios. Ifyou elect optional features available under the contract, wemay charge additional fees for those features. A separatewithdrawal charge schedule applies to each PurchasePayment. Your contract provides for a free withdrawalamount each year. The withdrawal charge percentagedeclines over time for each Purchase Payment in thecontract. After a Purchase Payment has been in the contractfor 4 complete years, a withdrawal charge no longer appliesto that Purchase Payment. There are investment charges onamounts invested in the Variable Portfolios including 12b-1fees of up to 0.25%. Please see FEE TABLE,PURCHASING A POLARIS CHOICEIII VARIABLEANNUITY, FREE WITHDRAWAL AMOUNT andEXPENSES in the prospectus.

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 standard death benefit is available and inaddition, an optional death benefit is available for anadditional fee. These benefits are payable to yourBeneficiaries in the event of your death during theAccumulation Phase. Please see DEATH BENEFITS inthe 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.

4

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. When working with your financial representative to determine the best product to meet your needs, youshould consider among other things, whether the features of this contract and the related fees provide the mostappropriate 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 received from certain investment advisers of the UnderlyingFunds, 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.

5

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. . . . . . . . . 7%

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 Charges4 . . . . . . . . . . . . . . . . . . . . . 1.52%Optional Combination HV & Roll-Up Death

Benefit Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.65%Optional Maximum Anniversary Value Death

Benefit Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.25%Optional EstatePlus Fee5 . . . . . . . . . . . . . . . . . . . . . 0.25%Maximum Separate Account Annual Expenses6 . . 2.17%

ADDITIONAL OPTIONAL FEATURE FEES

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

Optional SunAmerica Income Plus and SunAmericaIncome Builder Fee(calculated as a percentage of the Income Base)7

Number of Covered PersonsInitial

Annual Fee Rate8Maximum

Annual Fee Rate8

For One Covered Person . . 1.10% 2.20%For Two Covered Persons . 1.35% 2.70%

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

Number of Covered Persons Annualized Fee

For One Covered Person . . . . . . . . . . . . . . . . . 0.70%For Two Covered Persons . . . . . . . . . . . . . . . . 0.95%

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 Minimum9 Maximum9

(expenses that are deducted fromUnderlying Fund assets, includingmanagement fees, other expenses and12b-1 fees, if applicable) . . . . . . . . . . . . . . 0.71% 1.43%

Footnotes to the Fee Table:1 Withdrawal Charge Schedule (as a percentage of each Purchase Payment withdrawn) declines over 4 years as follows:

Years Since Receipt:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 3 4 5+7% 6% 6% 5% 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 you do not elect any optional features, your total separate account annual expenses would be 1.52%. 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 dailyending net asset value allocated to the Variable Portfolios. Please see Extended Legacy Program under DEATH BENEFITS below.

5 EstatePlus is an optional earnings enhancement death benefit. EstatePlus can only be elected if the optional Maximum Anniversary Value death benefit isalso elected. If you do not elect the EstatePlus feature and you elect the optional Maximum Anniversary Value death benefit, your separate account annualexpenses would be 1.77%. This feature is not available on contracts issued in Washington.

6 The Combination HV & Roll-Up death benefit is not available on contracts issued in Washington. You cannot elect the Combination HV & Roll-Up deathbenefit if you elect the Maximum Anniversary Value and EstatePlus death benefits and/or a living benefit. Therefore, the Maximum Separate AccountAnnual Expenses of 2.17% reflects election of the Combination HV & Roll-Up death benefit only.

7 The fee is assessed against the Income Base which determines the basis of the guaranteed benefit. The annual fee is deducted from your contract value atthe end of the first quarter following election and quarterly thereafter. For a complete description of how the Income Base is calculated, please seeOPTIONAL LIVING BENEFITS below. If you purchased your contract prior to January 19, 2010, please see APPENDIX E for a description of theliving benefit you may have elected.

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8 The Initial Annual Fee Rate is guaranteed not to change for the first Benefit Year. Subsequently, the fee rate may change quarterly subject to theparameters identified in the table below. Any fee adjustment is based on a non-discretionary formula tied to the change in the Volatility Index (“VIX®”), anindex of market volatility reported by the Chicago Board Options Exchange. If the value of the VIX decreases or increases from the previous BenefitQuarter Anniversary, your fee rate will decrease or increase accordingly, subject to the maximums identified in the Fee Table and the minimums describedbelow. Please see APPENDIX B — FORMULA AND EXAMPLES OF CALCULATIONS OF THE SUNAMERICA INCOME PLUS ANDSUNAMERICA INCOME BUILDER FEE.

Due to the investment requirements associated with the election of a living benefit, a portion of your assets may be invested in the SunAmerica DynamicAllocation Portfolio or the SunAmerica Dynamic Strategy Portfolio. The SunAmerica Dynamic Allocation Portfolio and the SunAmerica Dynamic StrategyPortfolio utilizes an investment strategy that is intended, in part, to maintain a relatively stable exposure to equity market volatility over time. Accordingly,when the market is in a prolonged state of higher volatility, your fee rate may be increased due to VIX indexing and the SunAmerica Dynamic AllocationPortfolio and the SunAmerica Dynamic Strategy Portfolio may decrease its exposure to equity markets, thereby reducing the likelihood that you will achievea higher Anniversary Value. Conversely, when the market is in a prolonged state of lower volatility, your fee rate may be decreased and the SunAmericaDynamic Allocation Portfolio and the SunAmerica Dynamic Strategy Portfolio may increase its exposure to equity markets, providing you with the potentialto achieve a higher Anniversary Value.

Number of Covered PersonsMinimum Annual

Fee Rate

Maximum AnnualizedFee Rate Decrease orIncrease Each Benefit

Quarter*

One Covered Person 0.60% ±0.25%

Two Covered Persons 0.60% ±0.25%

* The fee rate can increase or decrease no more than 0.0625% each quarter (0.25%/ 4).9 The maximum expense is for an Underlying Fund of SunAmerica Series Trust, as of its fiscal year ended January 31, 2015. The minimum expense is for an

Underlying 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 2.02% (includingthe optional Maximum Anniversary Value death benefit andEstatePlus), the optional SunAmerica Income Plus feature (for thefirst year calculated at the initial annual fee rate of 1.35% and atthe maximum annual fee rate of 2.70% for the remaining years)and investment in an Underlying Fund with total expenses of1.43%)

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

1 year 3 years 5 years 10 years

$1,185 $2,312 $2,910 $5,781

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


$485 $1,712 $2,910 $5,781

MINIMUM EXPENSE EXAMPLES(assuming minimum separate account annual expenses of 1.52%,no election of optional features and investment in an UnderlyingFund with total expenses of 0.71%)

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


$931 $1,312 $1,220 $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. 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 SunAmerica Income Plusfee, equals contract value, that no withdrawals are takenduring the stated period, there are two Covered Persons andthat the annual maximum fee rate of 2.70% has been reachedafter the first year.

4. 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.

5. The Maximum Expense Examples do not reflect election of theCombination HV & Roll-Up Death Benefit which would resultin 2.17% 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 CHOICEIII 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 CHOICEIII

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 $4,000 $250 $100Non-Qualified $10,000 $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 fifth 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.

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 multiplying

the 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 dividing the Purchase Payment by theAccumulation Unit value for the specific Variable Portfolio.

Example:

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.

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. We call this a “free look.” Your state mayrequire a longer free look period. 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. Certain states require us toreturn your Purchase Payments upon a free look request.Additionally, all contracts issued as an IRA require the fullreturn of Purchase Payments upon a free look.

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 invest your money in amoney market or similar portfolio during the free lookperiod. If we place your money in a money market or similarportfolio during the free look period, we will allocate your

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money according to your instructions at the end of theapplicable free look period. Please see the STATECONTRACT AVAILABILITY AND/OR VARIABILITYAppendix for information about the free look period inyour 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.

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 Underlying

Fund’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 investigate

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all 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 I andColumbia Funds Variable Series Trust II — Class 1Shares

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

Franklin Templeton Variable Insurance ProductsTrust — Class 2 Shares

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 isFranklin 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 variousmanagers are the subadviser to Anchor Series Trust(“AST”).

Seasons Series Trust — Class 3 Shares

SAAMCo is the investment adviser and variousmanagers are subadvisers to Seasons 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.

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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 Allocation

Portfolio 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.

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 bythe 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.

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

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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 STOCKAsset Allocation Edge Asset Management, Inc. AST 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 STOCKColumbia VP-Income Opportunities Fund Columbia Management Investment Advisers, LLC CFT II BONDColumbia VP-Large Cap Growth Fund Columbia Management Investment Advisers, LLC CFT I STOCKCorporate 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 STOCKManaged Allocation Balanced SunAmerica Asset Management, LLC SST ASSET ALLOCATIONManaged Allocation Growth SunAmerica Asset Management, LLC SST STOCKManaged Allocation Moderate SunAmerica Asset Management, LLC SST ASSET ALLOCATIONManaged Allocation Moderate Growth SunAmerica Asset Management, LLC SST ASSET ALLOCATIONMid-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 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

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

Underlying Funds Managed by: Trust Asset ClassBalanced Edge Asset Management, Inc. PVCF ASSET ALLOCATIONConservative Balanced Edge Asset Management, Inc. PVCF ASSET ALLOCATIONConservative Growth Edge Asset Management, Inc. PVCF ASSET ALLOCATIONEquity Income Account Edge Asset Management, Inc. PVCF STOCKFlexible Income Edge Asset Management, Inc. PVCF ASSET ALLOCATIONStrategic Growth Edge Asset Management, Inc. PVCF STOCK

All of the Underlying Funds listed may not be available to you for investment as noted above.

* “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.

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. Allocations to the Fixed Accounts,including the Secure Value Account, are obligations of theGeneral Account. Please see GENERAL ACCOUNTbelow.

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 make

a 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.

If you elect SunAmerica Income Plus or SunAmerica IncomeBuilder, 10% of your investment is automatically allocated toa Fixed Account known as the Secure Value Account. TheSecure Value Account is only available with election of theseLiving Benefits. Please see “Are there investmentrequirements if I elect SunAmerica Income Plus andSunAmerica Income Builder?” under OPTIONALLIVING BENEFITS.

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.

DCA Fixed Accounts credit a fixed rate of interest and canonly be elected to facilitate a DCA program. Please seeDOLLAR COST AVERAGING PROGRAM below for

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more 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,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 DCA

program 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.

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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.

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 better

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investment 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%

The Polaris Portfolio Allocator Models listed above are thosethat are currently available. The Portfolio Allocator modelsare reconfigured from time to time. However, once you

invest in a Portfolio Allocator model, the percentages ofyour contract value allocated to each Variable Portfoliowithin a Portfolio Allocator model will not be changed by us.If you purchased your contract prior to the currentallocations of the Portfolio Allocator models specified above,any subsequent Purchase Payments will be invested in thesame Portfolio Allocator model as your current investmentand will not be invested in the Portfolio Allocator modelallocations 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 eachmodel 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.

50%-50% COMBINATION MODEL PROGRAM

Program Description

The 50%-50% Combination Model Program is offered to youto assist in diversifying your investment across various assetclasses. The 50%-50% Combination Model Program allowsyou to choose from one of the four 50%-50% CombinationModels (“Combination Models”) designed to assist inmeeting your stated investment goals.

Each of the Combination Models allocate 50% of yourinvestment in a Polaris Portfolio Allocator Model and theremaining 50% in a corresponding Managed AllocationPortfolio to attempt to match a stated investment timehorizon and risk tolerance. Each Managed AllocationPortfolio is a Fund-of-Funds managed by SunAmerica AssetManagement, LLC. The 50% of your investment allocated tothe Polaris Portfolio Allocator Model is considered “static”because the composition of the Polaris Portfolio AllocatorModel will not be changed by us and is not activelymanaged. However, the 50% of your investment allocated tothe Managed Allocation Portfolio is considered “active”because each Managed Allocation Portfolio is an UnderlyingFund that SunAmerica Asset Management, LLC manages inorder to maintain the investment objective of the ManagedAllocation Portfolio. For more information, please seePOLARIS PORTFOLIO ALLOCATOR PROGRAM above.

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Enrolling and Investing in the Combination ModelProgram

You may enroll in the Combination Model Program byelecting a Combination Model when you purchase yourvariable annuity or if after contract issue, by contacting ourAnnuity Service Center. You and your financialrepresentative should determine the Combination Model mostappropriate for you based on your financial needs, risktolerance and investment time horizon. You may request todiscontinue the use of a Combination Model by providing awritten reallocation request, calling our Annuity ServiceCenter or logging into our website.

You may also choose to invest gradually into a CombinationModel through the DCA program. Please see the DOLLARCOST AVERAGING PROGRAM above.

You may only invest in one Combination Model at a timeand participation in the Combination Model Programrequires that you invest 100% of your initial PurchasePayment and subsequent Purchase Payment(s) in the sameCombination Model. If you: 1) attempt to allocate a portionof your Purchase Payment outside of your electedCombination Model, or 2) if you invest in any VariablePortfolios in addition to investment in a Combination Modelunder this program, such an investment may no longer beconsistent with the Combination Model’s intended objectivesand therefore, will effectively terminate your election of theCombination Model. If your election of the CombinationModel is terminated, your investment will remain allocatedto the same Variable Portfolios and in the same amounts asbefore the program was terminated; however, yourinvestment will no longer be deemed to be in a CombinationModel.

You may request withdrawals, as permitted by yourcontract, which will be taken proportionately from each ofthe allocations in the elected Combination Model unlessotherwise indicated in your withdrawal instructions. If youchoose to make a non-proportional withdrawal from theVariable Portfolios in the Combination Model, yourinvestment may no longer be consistent with theCombination Model’s intended objectives and therefore, willeffectively terminate your participation in the program.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 oneCombination Model to another Combination Model at anytime; you will be transferred into the most current modelavailable in your contract. As a result of a transfer, we willautomatically update your allocation instructions on file withrespect to subsequent Purchase Payments and we willautomatically update your Automatic Asset RebalancingProgram instructions to reflect your new investment. Pleasesee AUTOMATIC ASSET REBALANCING PROGRAMbelow.

A subsequent Purchase Payment will be invested in thesame Combination Model as your current investment unless

we receive different instructions from you. You shouldconsult with your financial representative to determine ifyou should update your allocation instructions, DCA targetallocation instructions, and/or Automatic Asset RebalancingProgram instructions on file when you make a subsequentPurchase Payment.

If you elect an optional Living Benefit, you may elect aCombination Model that complies with the investmentrequirements of the optional Living Benefit and yourCombination Model will be rebalanced quarterly. If youelected the SunAmerica Income Plus or SunAmerica IncomeBuilder living benefit, 10% of your initial Purchase Paymentand subsequent Purchase Payment(s) will be allocated tothe Secure Value Account and the remaining 90% will beinvested in a compliant Combination Model. Please seeOPTIONAL LIVING BENEFITS below.

Rebalancing the Combination Models

You can elect to have your investment in the CombinationModels rebalanced quarterly, semi-annually or annually tomaintain the target asset allocation among the VariablePortfolios of the Combination Model you selected. If youmake such an election to rebalance, both the allocation tothe Polaris Portfolio Allocator Model and the ManagedAllocation Portfolio will be rebalanced to equal the 50%-50%split discussed above. The investments in the UnderlyingFunds of each Managed Allocation Portfolio are notrebalanced as part of the Combination Model Program.

Over time, the Combination Model you elect may no longeralign with its original investment objective due to the effectsof Underlying Fund performance and changes in theUnderlying Funds’ investment objectives. Therefore, if youdo not elect to have your investment in the CombinationModel rebalanced at least annually, then your investmentmay no longer be consistent with the Combination Model’sintended objectives. In addition, your investment goals,financial situation and risk tolerance may change over time.You should consult with your financial representative abouthow to keep your Portfolio Allocator model’s allocations inline with your investment goals. Finally, changes ininvestment objectives or management of the underlyingfunds in the models may mean that, over time, the modelsno longer are consistent with their original investment goals.

Important Information about the Combination ModelProgram

The Combination Model Program is not intended as ongoingor personalized advice about investing in the VariablePortfolios. We do not provide investment advice regardingwhether a Combination Model should be selected orrebalanced or whether it remains appropriate for anyindividual to invest in accordance with any particularCombination Model as your investment needs change. TheCombination Model Program does not guarantee greater ormore consistent returns. Future market and asset classperformance may differ from the historical performance

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upon which the Combination Model may have been built.Also, allocation to a single asset class may outperform aCombination Model, so that you could have betterinvestment returns investing in a single asset class than in aCombination Model. However, such a strategy may involve agreater degree of risk because of the concentration ofsimilar securities in a single asset class. Further, there canbe no assurance that any Variable Portfolio chosen for aparticular Combination Model will perform well or that itsperformance will closely reflect that of the asset class it isdesigned to represent.

The Combination Models represent suggested allocationsthat are provided to you as general guidance. You shouldwork with your financial representative in determining if oneof the Combination Models meets your financial needs,investment time horizon, and is consistent with your risktolerance level. Information concerning a specificCombination Model can be obtained from your financialrepresentative.

Below are the Combination Models available for election.

50%-50%Combination Model 50% Allocation to: 50% Allocation to:

1 Polaris PortfolioAllocator Model 1

Managed AllocationBalanced


Managed AllocationModerate


Managed AllocationModerate Growth


Managed AllocationGrowth

We reserve the right to modify, suspend or terminatethe 50%-50% Combination Model 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, your investment will remain in thesame Variable Portfolios and in the same amounts asbefore the program was suspended or terminated;however, your investment will no longer be deemed tobe in a 50%-50% Combination Model.

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 contract

was 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) increased

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brokerage 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.

Effective August 6, 2012, the Short-Term Trading policyapplicable to your prospectus changed as follows:

Trading Policy Before Change Trading Policy After Change

5th transfer in a 6-Month RollingPeriod triggers the U.S. Mailmethod of Transfer

15th transfer in 12-Month RollingPeriod triggers the U.S. Mailmethod of Transfer.

On August 6, 2012 and after, the first 15 transfers in arolling 12-month look-back period (12-Month RollingPeriod”) can be made by telephone, through the Company’swebsite, or in writing by mail or by facsimile. The 15thtransfer in a 12-Month Rolling Period triggers the U.S. Mailmethod of transfer. Therefore, once you make the 15thtransfer in a 12-Month Rolling Period, all transfers must besubmitted by United States Postal Service first-class mail(“U.S. Mail”) for 12 months from the date of your 15thtransfer request (“Standard U.S. Mail Policy”).

For example, if you made a transfer on August 16, 2014and within the previous twelve months (from August 17,2013 forward) you made 15 transfers including theAugust 16th transfer, then all transfers made for twelvemonths after August 16, 2014 must be submitted byU.S. Mail (from August 17, 2014 through August 16,2015).

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

Trading 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.

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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 theextent 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. Automatic Asset Rebalancing typicallyinvolves shifting portions of your money into and out ofinvestment options so that the resulting allocations areconsistent with your current investment instructions. Underthe Automatic Asset Rebalancing Program, you may elect tohave your investments in the Variable Portfolios and/orFixed Accounts, if available, periodically rebalanced toreturn your allocations to the percentages given at your lastinstructions for no additional charge. At your request,rebalancing occurs on a quarterly, semiannual or annualbasis. Transfers resulting from your participation in thisprogram are not counted against the number of freetransfers per contract year.

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 available, 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.

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If you elect an optional Living Benefit, we will automaticallyenroll you in the Automatic Asset Rebalancing Programwith quarterly rebalancing. If at any point, for any reason,your rebalancing instructions would result in allocationsinconsistent with the investment requirements, we will revertto the last compliant instructions on file. In addition, anyamount of your investment allocated to the Secure ValueAccount cannot be rebalanced. Please see OPTIONALLIVING 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 themulti-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 your

instructions 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 reducethe 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 withdrawal

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amount 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.

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.

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 thewithdrawal 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 and nosubsequent Purchase Payments. In contract year 3, you takeout your maximum free withdrawal of $10,000. After thatfree withdrawal your contract value is $90,000. In the 4thcontract year, you request a total withdrawal of yourcontract. We will apply the 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]

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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 $2,500. The request for withdrawal mustbe in 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 notreasonably 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 $2,500 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 your contract value is less than $2,500 as aresult of withdrawals and/or fees and charges. We willprovide you with 60 days written notice that your contract isbeing terminated. At the end of the notice period, we willdistribute the contract’s remaining value to you.

If you elected January 19, 2010 optional Living Benefit,withdrawals taken under the parameters of the feature thatreduce contract value below the minimum contract value willnot terminate your contract. Please see OPTIONALLIVING BENEFITS below.

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

Overview of Living Benefits

The optional Living Benefits are designed to help you createa guaranteed income stream based on a series ofwithdrawals you may take from your contract that may lastas long as you live, or as long as you and your spouse live.As long as you take these withdrawals within theparameters of the Living Benefit, you may receive a

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guaranteed income stream for life even if the entire contractvalue has been reduced to zero. Alternatively, you shouldknow that you may also receive annuity income paymentsfor life if you annuitize your contract. Please seeANNUITY INCOME OPTIONS below.

You may elect one of the optional Living Benefits, all ofwhich are guaranteed minimum withdrawal benefits, for anadditional fee. Living Benefits 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 never need to rely on this protection as thebenefit’s value is dependent on your contract’s performance,your withdrawal activity and your longevity. Though theoptional Living Benefits offer additional protections, theadditional fee associated with the benefits has the impact ofreducing the net investment return.

Below is a summary of the key features of the threeoptional Living Benefits offered in your contract followed bya glossary of defined terms used to describe the LivingBenefits.

• If you are interested in securing greater income andflexible guaranteed lifetime income now or in thenear future, you may want to consider SunAmericaIncome Plus.

• If you are interested in securing guaranteed lifetimeincome later and would prefer to build assets andmaximize future income potential, you may want toconsider SunAmerica Income Builder.

• If you are interested in securing guaranteed lifetimeincome at a lower cost, you may want to considerMarketLock For Life.

Please read carefully the more detailed description of eachLiving Benefit following the summary for informationregarding how the benefit works, its availability, applicablerestrictions, fees and additional considerations. You shouldanalyze each Living Benefit thoroughly and understandit completely before electing.

SunAmerica Income Plus® offers guaranteed lifetimeincome plus the opportunity to increase income by locking inthe greater of either the contract’s highest AnniversaryValue, or an annual Income Credit. The annual 6% IncomeCredit is an amount we may add to the Income Base eachyear for the first 12 Benefit Years.

The 6% Income Credit is reduced but not eliminated in anyBenefit Year in which cumulative withdrawals are less than6% of the Income Base and not greater than the MaximumAnnual Withdrawal Amount applicable to the income optionyou elected, thereby providing a guarantee that income canincrease during the first 12 years even after startingwithdrawals. After the first 12 years, only the highestAnniversary Value increase may be available. In addition, ifyou do not take any withdrawals during the first 12 years,you will be eligible for the Minimum Income Base on the

12th Benefit Year Anniversary. The Minimum Income Baseis equal to 200% of the first Benefit Year’s EligiblePurchase Payments.

SunAmerica Income Builder® offers guaranteed lifetimeincome and the opportunity to increase income by locking inthe greater of either the contract’s highest AnniversaryValue, or an annual Income Credit. The annual 8% IncomeCredit is an amount we may add to the Income Base eachyear for the first 12 Benefit Years.

The 8% Income Credit is only available in years when nowithdrawals are taken. After the first 12 years, only thehighest Anniversary Value increase may be available. Inaddition, if you do not take any withdrawals during the first12 years, you will be eligible for the Minimum Income Baseon the 12th Benefit Year Anniversary. The Minimum IncomeBase is equal to 200% of the first Benefit Year’s EligiblePurchase Payments.

MarketLock For Life offers guaranteed lifetime incomebased on the greater of Eligible Purchase Payments, or thecontract’s highest Anniversary Value during the contract’sfirst 5 years. After the first 5 years, you have theopportunity to extend the period in which AnniversaryValues are evaluated to lock in the highest AnniversaryValue.

General Information Applicable to All Living Benefits

You must invest in accordance with investment requirementsoutlined below.

Living Benefits may not be appropriate if you plan to makeongoing Purchase Payments, such as with contributoryIRA’s or other tax-qualified plans. The Living Benefitsguarantee that only certain Purchase Payments receivedduring the contract’s first 5 years are included in theIncome Base.

These optional Living Benefits are designed for individualsand spouses. Thus, if a contract is jointly owned bynon-spousal joint Owners (which can include DomesticPartners) and either Owner dies, the surviving Owner mustmake an election in accordance with the death benefitprovisions of the contract in compliance with the IRC, whichterminates the Living Benefit. Please see DEATHBENEFITS below. Accordingly, the surviving Owner maynot receive the full benefit of the Living 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 Living Benefit istreated for income tax purposes, you should consult aqualified tax advisor concerning your particularcircumstances. In addition, if you have a Qualified contract,tax law and the terms of the plan may restrict withdrawalamounts.

Certain living benefits are no longer offered or havechanged since first being offered. If your contract was

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issued prior to January 19, 2010, please see Appendix Efor details regarding those benefits.

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. You may not establish anautomatic subsequent purchase payment plan with electionof the living benefit, and any current payment plan has beenterminated.

Living Benefit Defined Terms

Anniversary ValueThe contract value on any Benefit Year Anniversary minusany Ineligible Purchase Payments (defined below). TheContinuation Contribution, if applicable, is included in thecalculation of Anniversary Values. Please see SPOUSALCONTINUATION below.

Benefit Effective DateThe date the Living Benefit is elected. The Benefit EffectiveDate is the same as the contract issue date.

Benefit QuarterEach consecutive 3 month period starting on the BenefitEffective Date.

Benefit Quarter AnniversaryThe date following each consecutive 3 month period startingon the Benefit Effective Date. If the next Benefit QuarterAnniversary has no corresponding date, then the BenefitQuarter Anniversary will be deemed to be the following day.

Benefit YearEach consecutive one year period starting on the BenefitEffective Date.

Benefit Year AnniversaryThe date on which each Benefit Year begins.

Contract YearEach consecutive one year period starting on the contractissue date.

Covered Person(s)The person, or persons, whose lifetime withdrawals areguaranteed under the Living Benefit.

Eligible Purchase PaymentsEligible Purchase Payments are Purchase Payments, orportions thereof, made on or after the Benefit EffectiveDate as shown in the table below and are included in thecalculation of the Income Base (defined below). Thecalculation of Eligible Purchase Payments does not includeIncome Credits (defined below) or the ContinuationContribution, if applicable. However, the ContinuationContribution, if applicable, is included in the calculation ofAnniversary Values. Please see SPOUSAL

CONTINUATION below. Total Purchase Payments arelimited to $1,500,000 without prior Company approval.

OptionalLiving Benefit

FirstContract Year

SubsequentContract Years

SunAmericaIncome Plus andSunAmericaIncome Builder

100% of PurchasePayments received

Purchase Payments receivedin contract years 2-5, capped

at 200% of PurchasePayments received in the

first contract year

MarketLock ForLife

100% of PurchasePayments Received

Purchase Payments receivedin contract years 2-5, capped

at 100% of PurchasePayments received in the

first contract year

SunAmerica Income Plus and SunAmerica IncomeBuilder Example: If you made a $100,000 PurchasePayment in contract year 1, Eligible Purchase Payments willinclude additional Purchase Payments of up to $200,000 foryears 2-5 for a grand total maximum of $900,000 ofEligible Purchase Payments.

MarketLock For Life Example: If you made a $100,000Purchase Payment in contract year 1, Eligible PurchasePayments will include additional Purchase Payments of upto $100,000 for years 2-5 for a grand total maximum of$500,000 of Eligible Purchase Payments.

Excess WithdrawalAny withdrawal, or portion of a withdrawal, that is taken ina Benefit Year which exceeds the maximum amount thatmay be withdrawn each Benefit Year. This withdrawal mayinclude, but is not limited to, any withdrawal taken in aBenefit Year taken after the maximum amount allowed. AnExcess Withdrawal will cause the Income Base, IncomeCredit Base, if applicable, and the Maximum AnnualWithdrawal Amount to be recalculated.

Income BaseThe Income Base is used to determine the fee and themaximum amount that may be withdrawn each Benefit Yearwithout reducing the Income Base and Income Credit Base,if applicable. The Income Base is also used to determine theamount paid each year over the remaining lifetime of theCovered Person(s) after the contract value is reduced tozero.

Income Base Evaluation Period (for MarketLock ForLife only)The period of time over which we will consider AnniversaryValues in evaluating the Income Base.

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Income Credit (for SunAmerica Income Plus andSunAmerica Income Builder only)An amount that may be added to the Income Base duringthe Income Credit Period as shown in the following table:

Optional LivingBenefit

Income Credit(as a percentage of theIncome Credit Base)

IncomeCredit Availability

SunAmericaIncome Plus

6% Available during the first 12Benefit Years — the IncomeCredit is reduced in years

withdrawals are taken

SunAmericaIncomeBuilder

8% Available during the first 12Benefit Years — the IncomeCredit is eliminated in years

any withdrawal is taken

MarketLockFor Life

Not applicable Not applicable

Income Credit Base (for SunAmerica Income Plus andSunAmerica Income Builder only)The Income Credit Base is used solely as a basis forcalculating the Income Credit during the Income CreditPeriod.

Income Credit Period (for SunAmerica Income Plus andSunAmerica Income Builder only)The period of time over which we calculate the IncomeCredit, which is the first 12 Benefit Years.

Ineligible Purchase PaymentsPurchase Payments, or portions thereof, received after the5th contract year, or that are in excess of the caps discussedin the table under “Eligible Purchase Payments” above.

Investment Requirements (for SunAmerica Income Plusand SunAmerica Income Builder only)We will allocate 10% of every Purchase Payment andContinuation Contribution, if any, to a fixed interest rateaccount (the “Secure Value Account”). The remaining 90%of every Purchase Payment and Continuation Contribution,if any, (the “Flexible Allocation”), must be allocated by youin accordance with the investment options outlined under“Are there investment requirements if I elect SunAmericaIncome Plus or SunAmerica Income Builder?” below.

Investment Requirements (for MarketLock For Lifeonly)Every Purchase Payment and Continuation Contribution, ifany, must be allocated by you in accordance with theinvestment options outlined under “Are there investmentrequirements if I elect MarketLock For Life?” below.

Maximum Annual Withdrawal AmountThe maximum amount that may be withdrawn each BenefitYear while the contract value is greater than zero withoutreducing the Income Base and the Income Credit Base, ifapplicable.

Maximum Annual Withdrawal PercentageThe percentage used to determine the Maximum AnnualWithdrawal Amount available for withdrawal each BenefitYear while the contract value is greater than zero.

Minimum Income Base (for SunAmerica Income Plusand SunAmerica Income Builder only)The guaranteed minimum amount equal to 200% of the firstBenefit Year’s Eligible Purchase Payments to which theIncome Base will be increased on the 12th Benefit YearAnniversary provided no withdrawals are taken before the12th Benefit Year Anniversary.

Protected Income Payment (for SunAmerica IncomePlus and SunAmerica Income Builder only)The amount to be paid each year over the remaining lifetimeof the Covered Person(s) after the contract value is reducedto zero but the Income Base is still greater than zero or ifthe Latest Annuity Date has been reached.

Protected Income Payment Percentage (forSunAmerica Income Plus and SunAmerica IncomeBuilder only)The percentage used to determine the Protected IncomePayment.

SUNAMERICA INCOME PLUS AND SUNAMERICAINCOME BUILDER

How do SunAmerica Income Plus and SunAmerica IncomeBuilder work?

Both Living Benefits lock in the greater of two values todetermine the Income Base. The Income Base is the basisfor the Covered Person(s)’ guaranteed lifetime benefitwhich must be taken in a series of withdrawals. The IncomeBase is initially equal to the first Eligible Purchase Payment.While the Income Base is greater than zero, the IncomeBase is automatically locked in on each Benefit YearAnniversary, to the greater of (1) the highest AnniversaryValue, or (2) the current Income Base increased by anyavailable Income Credit.

There is an additional guarantee if you do not take anywithdrawals before the 12th Benefit Year Anniversary, theIncome Base will be at least 200% of your first BenefitYear’s Eligible Purchase Payments (“Minimum IncomeBase”). Please see “How can the Income Base and IncomeCredit Base be increased?” below.

What determines the amount I can receive each year?

The amount that you receive depends on which LivingBenefit you have elected, the income option you haveelected, the age of the Covered Person(s) at the time offirst withdrawal and whether your contract value is greaterthan or equal to zero. You must choose between two incomeoptions at the time you purchase your contract and yourelection may not be changed thereafter. Please see the tablebelow for the income options available to you.

While the contract value is greater than zero, the MaximumAnnual Withdrawal Percentage represents the percentage ofyour Income Base used to calculate the Maximum AnnualWithdrawal Amount that you may withdraw each BenefitYear without decreasing your Income Base and IncomeCredit Base, if applicable. The Maximum Annual WithdrawalPercentage differs depending on whether there are one or

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two Covered Person(s), the age of the Covered Person(s)at the time of first withdrawal and the income optionelected.

If your contract value has been reduced to zero or theLatest Annuity Date is reached, the Protected IncomePayment Percentage represents the percentage of yourIncome Base used to calculate the Protected IncomePayment that you will receive each year over the remaininglifetime of the Covered Person(s). The Protected IncomePayment Percentage differs depending on whether there areone or two Covered Person(s), the age of the CoveredPerson(s) at the time of first withdrawal and, for thosetaking withdrawals before age 65, whether a highestAnniversary Value is attained after the Covered Person(s)’65th birthday and the income option elected. Please see“What happens if the contract value is reduced to zerowhile the Income Base is greater than zero?” and “Whathappens to my Living Benefit upon the Latest AnnuityDate?” below.

SunAmerica Income Plus

Number ofCovered Persons

and Age of youngerCovered Person

at First Withdrawal*

Income Option 1 Income Option 2

MaximumAnnual

WithdrawalPercentage

ProtectedIncome

PaymentPercentage

MaximumAnnual


ProtectedIncome

PaymentPercentage

One Covered Person(Age 64 and Younger) 6.0% 3.0%** 6.0% 3.0%**

One Covered Person(Age 65 and Older) 6.0% 4.0% 7.0% 3.0%

Two Covered Persons(Age 64 and Younger) 5.5% 3.0%*** 5.5% 3.0%***

Two Covered Persons(Age 65 and Older) 5.5% 4.0% 6.5% 3.0%

SunAmerica Income Builder


and Age of youngerCovered Person

at First Withdrawal*

Income Option 1 Income Option 2

MaximumAnnual


ProtectedIncome

PaymentPercentage

MaximumAnnual


ProtectedIncome

PaymentPercentage

One Covered Person(Age 64 and Younger) 5.5% 3.0%** 5.5% 3.0%**

One Covered Person(Age 65 and Older) 5.5% 4.0% 6.5% 3.0%

Two Covered Persons(Age 64 and Younger) 5.0% 3.0%*** 5.0% 3.0%***

Two Covered Persons(Age 65 and Older) 5.0% 4.0% 6.0% 3.0%

* If there is One Covered Person but there are joint Owners, theCovered Person is the older Owner. If there are Two CoveredPersons, the age at first withdrawal is based on the age of theyounger of Two Covered Persons, if applicable.

** If One Covered Person is elected, the Protected IncomePayment Percentage is 4.0% if the Income Base is increased toa new highest Anniversary Value on or after the CoveredPerson’s 65th birthday.

*** If Two Covered Persons are elected, the Protected IncomePayment Percentage is 4.0% if the Income Base is increased toa new highest Anniversary Value on or after the youngerCovered Person’s 65th birthday.

Are there investment requirements if I elect SunAmericaIncome Plus or SunAmerica Income Builder?

Yes. We will allocate 10% of every Purchase Payment andContinuation Contribution, if applicable, to a Fixed Account(“Secure Value Account”). The Secure Value Account isonly available for investment for contracts with election ofSunAmerica Income Plus or SunAmerica Income Builder.The crediting interest rate on amounts allocated to theSecure Value Account will never be less than the guaranteedminimum interest rate specified in your contract. Thecrediting interest rate, once established, will not change foreach allocation to the Secure Value Account for the durationof the guarantee period. The guarantee period for theSecure Value Account is a one year period thatautomatically renews every year from the date of eachallocation to the Secure Value Account, unless the LivingBenefit has been cancelled. Each allocation to the SecureValue Account may have different crediting interest rates.The remaining 90% of every Purchase Payment andContinuation Contribution, if applicable (the “FlexibleAllocation”), must be allocated by you in accordance withthe investment requirements outlined below.

Your Flexible Allocation must comply with the investmentrequirements in one of four ways.

Flexible Allocation — Check-the-Box Options 1-3

After investing 10% in the Secure Value Account, theremaining 90% of Purchase Payments can be invested inaccordance with Option 1, 2 or 3:

Option 1 Invest in one of three available Polaris Portfolio AllocatorModels:

Model 1, Model 2 or Model 3orInvest in one of three available 50%-50%Combination Models:

Model 1, Model 2 or Model 3

Option 2 Invest in one or more of the following Variable Portfolios:American Funds Asset Allocation SASTAsset AllocationBalancedFranklin Income VIP FundManaged Allocation BalancedManaged Allocation ModerateManaged Allocation Moderate GrowthSA MFS Total ReturnSunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy Portfolio

Option 3 Invest in the Ultra Short Bond Portfolio

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Flexible Allocation — Build-Your-Own Option 4

After investing 10% in the Secure Value Account, theremaining 90% of Purchase Payments can be investedamong the Variable Portfolios and available Fixed Accounts,as follows:

InvestmentGroup

InvestmentRequirement

Variable Portfoliosand/or Fixed Accounts

A. Bond,Cashand FixedAccounts

Minimum 20%Maximum 90%

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

B. Equity Minimum 0%Maximum 70%

Aggressive GrowthAmerican Funds Asset Allocation SASTAmerican Funds Global Growth SASTAmerican Funds Growth SASTAmerican Funds Growth-Income SASTAsset AllocationBalancedBlue Chip GrowthCapital AppreciationColumbia VP-Income Opportunities Fund“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 SharesInvesco V.I. Comstock Fund, Series II

SharesInvesco V.I. Growth and Income Fund,

Series II SharesLord Abbett Growth and IncomeManaged Allocation BalancedManaged Allocation ModerateManaged Allocation Moderate GrowthManaged Allocation GrowthSA AB GrowthSA Legg Mason BW Large Cap ValueSA Marsico Focused GrowthSA MFS Massachusetts Investors TrustSA MFS Total ReturnSmall & Mid Cap ValueSunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioTelecom Utility

C. LimitedEquity


Capital GrowthColumbia VP-Large Cap Growth FundEmerging MarketsGrowth OpportunitiesMid-Cap GrowthNatural ResourcesReal EstateSmall Company ValueTechnology

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

The investment requirements may reduce the need to rely onthe guarantees provided by these Living Benefits becausethey allocate your investment across asset classes andpotentially limit market volatility. As a result, you may havebetter, or worse, investment returns by allocating yourinvestments more aggressively.

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 are added, deleted,substituted, merged or otherwise reorganized. We willpromptly notify you of any changes to the investmentrequirements due to deletions, substitutions, mergers orreorganizations.

Your allocation instructions for the amount not invested inthe Secure Value Account 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. You may not transfer anyamounts between the Secure Value Account and theVariable Portfolios or DCA Fixed Accounts. The SecureValue Account may not be used as a target account if youare using the DCA program to comply with investmentrequirements. You may not request any specific amount ofany withdrawal to be deducted solely from the Secure ValueAccount. Rather, any withdrawal reduces the amountinvested in the Secure Value Account in the same proportionthat the withdrawal reduces the contract value.

Rebalancing and Investment Requirements

We will automatically enroll you in the Automatic AssetRebalancing Program with quarterly rebalancing. Ifrebalancing instructions are not provided, we will align yourrebalancing allocations with your Purchase Paymentallocation instructions, or if using a DCA Fixed Account,your target DCA instructions. We require quarterlyrebalancing because market performance and transfer andwithdrawal activity may result in your contract’s FlexibleAllocations going outside these requirements. Quarterlyrebalancing will ensure that your Flexible Allocation willcontinue to comply with the investment requirements for thisfeature.

Automatic transfers and/or systematic withdrawals will notresult in rebalancing before the next automatic quarterlyrebalancing occurs. The day following any transfer orwithdrawal you initiate, we will rebalance in accordancewith your most current and compliant Automatic AssetRebalancing instructions on file. If you do not provide newrebalancing instructions at the time you initiate a transfer,we will update your ongoing rebalancing instructions toreflect the percentage allocations resulting from thattransfer (“Default Rebalancing Instructions”) which willreplace any previous rebalancing instructions you may haveprovided.

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If at any point, for any reason, your rebalancing instructionswould result in allocations inconsistent with the investmentrequirements, we will revert to the last compliantinstructions on file. You can modify your rebalancinginstructions, as long as they are consistent with theinvestment requirements, at any time by calling the AnnuityService Center. Please see AUTOMATIC ASSETREBALANCING PROGRAM above.

You may not transfer any amounts between the SecureValue Account and the Flexible Allocation VariablePortfolios or Fixed Accounts. The Secure Value Accountmay not be used as a target account if you are using theDollar Cost Averaging program to comply with investmentrequirements. In addition, we will not rebalance amounts inthe Secure Value Account or DCA Fixed Accounts under theAutomatic Asset Rebalancing Program. You may not requestany specific amount of any withdrawal to be deducted solelyfrom the Secure Value Account. Rather, any withdrawalreduces the amount invested in the Secure Value Account inthe same proportion that the withdrawal reduces thecontract value. Please see “What happens to the SecureValue Account and Automatic Asset RebalancingProgram instructions if I elect to cancel SunAmericaIncome Plus or SunAmerica Income Builder?” below.

If compliant rebalancing instructions are not provided withevery Purchase Payment, we will rebalance your FlexibleAllocation as described in the example below:

Assume that you want your Purchase Payment splitbetween Group A and Group B under the FlexibleAllocation Build-Your-Own option. 10% of yourPurchase Payment is allocated to the Secure ValueAccount and 90% of your Purchase Payment is allocatedto the Flexible Allocation. You want to invest 40% ofthe Purchase Payment in a bond Variable Portfolio and50% of the Purchase Payment in a stock VariablePortfolio.

We will set your rebalancing instructions as followsunless you instruct otherwise: 44.4% in the bondVariable Portfolio (40%/90% = 44.4%) and 55.6% inthe stock Variable Portfolio (50%/90% = 55.6%). Wemay need to allocate slightly more or less to each fundin order for the rebalancing instructions to total 100%and for each Investment Group to meet the applicableinvestment requirement.

Over the next Benefit Quarter, the bond market doesvery well while the stock market performs poorly. Atthe end of the Benefit Quarter, the bond VariablePortfolio now represents 50% of your holdings becauseit has increased in value and the stock VariablePortfolio represents 40% of your holdings. Uponquarterly rebalancing on the last day of the BenefitQuarter, we will proportionately rebalance your FlexibleAllocation based on the Flexible Allocation percentagesprovided for your Purchase Payment. We would sellsome of your Accumulation Units in the bond Variable

Portfolio to bring its holdings back to 44% of theFlexible Allocation value and use the money to buymore Accumulation Units in the stock Variable Portfolioto increase those holdings to 56% of the FlexibleAllocation value.

What are the factors used to calculate SunAmerica IncomePlus and SunAmerica Income Builder?

The benefit offered by SunAmerica Income Plus andSunAmerica Income Builder is calculated by considering thefactors described below.

First, we determine the Eligible Purchase Payments. It isimportant to note that only Purchase Payments made duringthe first 5 contract years are taken into consideration indetermining the Eligible Purchase Payments. We will notaccept subsequent Purchase Payments on or after the 5thcontract anniversary if you have elected a Living Benefitfeature.

Second, we consider the Income Credit Period. TheIncome Credit Period is the period of time over which wecalculate the Income Credit. The Income Credit Periodbegins on the Benefit Effective Date and ends 12 yearslater.

Third, we determine the Anniversary Value which equalsyour contract value on any Benefit Year Anniversary minusany Ineligible Purchase Payments. The highest AnniversaryValue is the current Anniversary Value that is greater than(1) all previous Anniversary Values; and (2) EligiblePurchase Payments.

Fourth, we determine the Income Base which initially isequal to the first Eligible Purchase Payment. The IncomeBase is increased by each subsequent Eligible PurchasePayment, and is reduced proportionately for ExcessWithdrawals. If you do not take any withdrawals before the12th Benefit Year Anniversary, the Income Base will beincreased to at least the Minimum Income Base on the12th Benefit Year Anniversary. The Minimum Income Baseis equal to 200% of your first Benefit Year’s EligiblePurchase Payments.

Fifth, we determine the Income Credit Base which is usedsolely as a basis for calculating the Income Credit duringthe Income Credit Period. The initial Income Credit Base isequal to the first Eligible Purchase Payment. The IncomeCredit Base is increased by each subsequent EligiblePurchase Payment, and is reduced proportionately forExcess Withdrawals.

Sixth, we determine the Income Credit.

If you elect SunAmerica Income Plus, the Income Credit isequal to 6% (“Income Credit Percentage”) of the IncomeCredit Base on each Benefit Year Anniversary during theIncome Credit Period. The Income Credit Percentage isreduced but not eliminated in any Benefit Year in whichcumulative withdrawals during the preceding Benefit Year

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are less than 6% of the Income Base and not greater thanthe Maximum Annual Withdrawal Amount applicable to theincome option you elected.

For example, if you elected one Covered Person and takecumulative withdrawals that are equal to 4% of the IncomeBase in the preceding Benefit Year, the Income CreditPercentage on the Benefit Year Anniversary is reduced from6% to 2%. However, if you take cumulative withdrawals inthe preceding Benefit Year that are equal to or greater thanthe Maximum Annual Withdrawal Amount applicable to theincome option you elected, the Income Credit Percentage forthat Benefit Year Anniversary is equal to zero. If youelected two Covered Persons and take cumulativewithdrawals that are equal to 5.1% of the Income Base inthe preceding Benefit Year, the Income Credit Percentageon the Benefit Year Anniversary is reduced to zero becausethe withdrawal is in excess of the Maximum AnnualWithdrawal Amount applicable to two Covered Persons of5%.

If you elect SunAmerica Income Builder, the IncomeCredit is equal to 8% of the Income Credit Base, on eachBenefit Year Anniversary during the Income Credit Period.The Income Credit may only be added to the Income Base ifno withdrawals are taken in a Benefit Year. For example, ifyou take a withdrawal in Benefit Year 2, you will not beeligible for an Income Credit to be added to your IncomeBase on your second Benefit Year Anniversary; however, ifyou do not take a withdrawal in Benefit Year 3, you will beeligible for an Income Credit to be added to your IncomeBase on your third Benefit Year Anniversary.

Seventh, we determine the Maximum Annual WithdrawalPercentage, which represents the maximum percentage ofthe Income Base that can be withdrawn each Benefit Yearwhile the contract value is greater than zero, withoutreducing the Income Base and the Income Credit Base, ifapplicable. If your contract value is reduced to zero but yourIncome Base is greater than zero, the Protected IncomePayment Percentage represents the percentage of theIncome Base you will receive each Benefit Year thereafter.

The Maximum Annual Withdrawal Percentage and ProtectedIncome Payment Percentage are determined by threefactors: 1) whether there is one or two Covered Person(s);2) the age of the Covered Person(s) at the time of firstwithdrawal; and 3) the income option elected. Additionally,if applicable to the income option you elect, the ProtectedIncome Payment Percentage may differ depending onwhether withdrawals are taken before age 65 and if a newhighest Anniversary Value is achieved on or after theCovered Person(s) 65th birthday.

Please see the table under “What determines the amount Ican receive each year?” above for the applicable MaximumAnnual Withdrawal Percentage and Protected IncomePayment Percentage.

Eighth, we determine the Maximum Annual WithdrawalAmount, which represents the maximum amount that may

be withdrawn each Benefit Year while the contract value isgreater than zero, without reducing the Income Base, and ifapplicable, the Income Credit Base. The Maximum AnnualWithdrawal Amount is calculated by multiplying the IncomeBase by the applicable Maximum Annual WithdrawalPercentage. If your contract value is reduced to zero butyour Income Base is greater than zero, the ProtectedIncome Payment is determined by multiplying the IncomeBase by the applicable Protected Income PaymentPercentage.

Finally, we determine the Excess Withdrawals, please see“What are the effects of withdrawals on SunAmericaIncome Plus and SunAmerica Income Builder?” below.

How can the Income Base and Income Credit Base beincreased?

On each Benefit Year Anniversary, the Income Base isautomatically increased to the greater of (1) the HighestAnniversary Value; or (2) the current Income Base plus theIncome Credit, if any. In addition, the Income Base will beat least the Minimum Income Base on the 12th Benefit YearAnniversary provided no withdrawals have been takenbefore that anniversary.

On each Benefit Year Anniversary during the Income CreditPeriod, the Income Credit Base is automatically increased tothe Highest Anniversary Value, if the Income Base isincreased to the Highest Anniversary Value. The IncomeCredit Base is not increased if an Income Credit is added tothe Income Base.

Increases to your Income Base and Income Credit Baseoccur on Benefit Year Anniversaries while the contract valueis greater than zero. However, Purchase Payments receivedprior to the first contract anniversary increase your IncomeBase and Income Credit Base at the time they are received.Since Highest Anniversary Values are determined onlyon the Benefit Year Anniversaries, your Income Baseand Income Credit Base will not increase if yourcontract value was higher on days other than theBenefit Year Anniversaries.

If the contract value has been reduced to zero, the IncomeBase will no longer be recalculated on each Benefit YearAnniversary. Please see “What are the effects ofwithdrawals on SunAmerica Income Plus andSunAmerica Income Builder?” below.

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

Increases in the Income Base

If the Income Base is increased on a Benefit YearAnniversary, the Maximum Annual Withdrawal Amount willbe recalculated on that Benefit Year Anniversary bymultiplying the increased Income Base by the applicableMaximum Annual Withdrawal Percentage. Please see “Howcan the Income Base and Income Credit Base beincreased?” above.

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Decreases in the Income Base

Excess 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. As a result of a reduction of the IncomeBase, the new Maximum Annual Withdrawal Amount will beequal to the reduced Income Base multiplied by theapplicable Maximum Annual Withdrawal Percentage. Thelast recalculated Maximum Annual Withdrawal Amount in agiven Benefit Year is available for withdrawal at thebeginning of the next Benefit Year and may be lower thanthe previous Benefit Year’s 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, you will not be eligible for anIncome Credit in that Benefit Year. Please see “What arethe effects of withdrawals on SunAmerica Income Plusand SunAmerica Income Builder?” below.

What are the effects of withdrawals on SunAmericaIncome Plus?

The Maximum Annual Withdrawal Amount, the IncomeBase and the Income Credit Base may change over time asa result of the timing and amount of withdrawals. If youtake a withdrawal before the 12th Benefit YearAnniversary, your Income Base is not eligible to be at leastthe Minimum Income Base.

Withdrawals during a Benefit Year that in total are lessthan or equal to the Maximum Annual Withdrawal Amountwill not reduce the Income Base or Income Credit Base.However, if you choose to take less than the MaximumAnnual Withdrawal Amount in any Benefit Year, you maynot carry over the unused amount for withdrawal insubsequent years. Your Maximum Annual WithdrawalAmount in any year will not be recalculated solely as aresult of taking less than the entire Maximum AnnualWithdrawal Amount in the prior year. Please note that ifyou delay taking withdrawals for too long, you may limitthe number of remaining years (due to your lifeexpectancy) in which you may take withdrawals.

You should not elect the Living Benefit if you plan totake Excess Withdrawals since those withdrawals maysignificantly reduce the value of or terminate the LivingBenefit.

The impact of withdrawals on specific factors is furtherexplained 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 the amount in excess of the Maximum Annual

Withdrawal Amount. This means that the reduction inthe Income Base and Income Credit Base could be moreor less than 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 BenefitYear 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. If you take an ExcessWithdrawal, the Maximum Annual Withdrawal Amountwill be recalculated by multiplying the reduced IncomeBase by the existing Maximum Annual WithdrawalPercentage. This recalculated Maximum AnnualWithdrawal Amount is available for withdrawal at thebeginning of the next Benefit Year and may be lowerthan your previous Maximum Annual WithdrawalAmount.

Protected Income Payment: If the Income Base isgreater than zero, but the contract value has beenreduced to zero due to unfavorable investmentperformance or withdrawals within the MaximumAnnual Withdrawal Amount, we will pay any remainingMaximum Annual Withdrawal Amount for the currentBenefit Year. Thereafter, you will receive the ProtectedIncome Payment each year over the remaining lifetimeof the Covered Person(s) which is calculated bymultiplying the Income Base when contract value isreduced to zero by the applicable Protected IncomePayment Percentage. The Income Base is no longerincreased on Benefit Year Anniversaries after thecontract value has been reduced to zero. As a result, theProtected Income Payment is calculated once and willnot change. Please see “What happens if the contractvalue is reduced to zero while the Income Base isgreater than zero?” below.

All withdrawals from the contract, including withdrawalstaken under this Living Benefit, will reduce your contractvalue and your death benefit and may impact otherprovisions of your contract. Unfavorable investmentexperience and/or fees will also reduce your contract value.In addition, withdrawals under these Living Benefits willreduce the free withdrawal amount and may be subject toapplicable withdrawal charges if in excess of the freewithdrawal amount. The sum of withdrawals in any BenefitYear up to the Maximum Annual Withdrawal Amount willnot be assessed a withdrawal charge. Partial withdrawalsunder this Living Benefit must be deducted proportionatelyfrom each Variable Portfolio and Secure Value Account inwhich you are invested. Please see ACCESS TO YOURMONEY above and EXPENSES below.

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What is the fee for SunAmerica Income Plus andSunAmerica Income Builder?

The fee for SunAmerica Income Plus and SunAmericaIncome Builder is calculated as a percentage of the IncomeBase and deducted from the contract value on a quarterlybasis beginning on the first Benefit Quarter Anniversaryfollowing the Benefit Effective Date. Please see theSTATE CONTRACT AVAILABILITY AND/ORVARIABILITY Appendix for state specific informationregarding the assessment of the fee. After the firstBenefit Year, on each Benefit Quarter Anniversary, we will(1) deduct the fee in effect for the previous BenefitQuarter; and (2) determine the fee rate applicable to thenext Benefit Quarter. Please see fee table below:


InitialAnnual

Fee Rate

MaximumAnnual

Fee Rate

MinimumAnnual

Fee Rate

MaximumAnnualizedFee Rate

Decrease orIncrease Each

BenefitQuarter*

One Covered Person 1.10% 2.20% 0.60% ±0.25%

Two Covered Persons 1.35% 2.70% 0.60% ±0.25%

* The quarterly fee rate will not decrease or increase by morethan 0.0625% each quarter (0.25% / 4).

The initial Annual Fee Rate is guaranteed not to change forthe first Benefit Year. Subsequently, the fee rate maychange quarterly subject to the parameters identified in thetable above. Any fee adjustment is based on anon-discretionary formula tied to the change in the VolatilityIndex (“VIX®”), an index of market volatility reported bythe Chicago Board Options Exchange. In general, as thevalue of the VIX decreases or increases, your fee rate willdecrease or increase accordingly, subject to the minimumsand maximums identified in the table above.

Due to the investment requirements associated with theelection of a living benefit, a portion of your assets may beinvested in the SunAmerica Dynamic Allocation Portfolio orSunAmerica Dynamic Strategy Portfolio. The SunAmericaDynamic Allocation Portfolio and SunAmerica DynamicStrategy Portfolio utilize an investment strategy that isintended, in part, to maintain a relatively stable exposure toequity market volatility over time. Accordingly, when themarket is in a prolonged state of higher volatility, your feerate may be increased and the SunAmerica DynamicAllocation Portfolio and SunAmerica Dynamic StrategyPortfolio may decrease its exposure to equity markets,thereby reducing the likelihood that you will achieve ahigher Anniversary Value. Similarly, when the market is ina prolonged state of lower volatility, your fee rate may bedecreased and the SunAmerica Dynamic Allocation Portfolioand SunAmerica Dynamic Strategy Portfolio may increaseits exposure to equity markets.

Should the VIX no longer be appropriate or available, wewould substitute the VIX with another measure of marketvolatility for determining the fee. If we substitute the VIX,we will notify you; however, the maximum and minimum

annual fee rates described in this prospectus are guaranteedfor the life of your contract. Please see APPENDIX B —FORMULA FOR CALCULATING AND EXAMPLE OFTHE SUNAMERICA INCOME PLUS ANDSUNAMERICA INCOME BUILDER FEE.

Since the fee rate is assessed against the Income Base, anincrease in the Income Base due to an adjustment to anIncome Credit, attaining a new highest Anniversary Valueor subsequent Eligible Purchase Payments, will result in anincrease to the amount of the fee you pay, assuming thatthe annual fee rate has not decreased as described above.Please note that this means the addition of an Income Creditwill lead to paying a higher fee in any given period thanwithout the addition of the Income Credit, and in certaininstances, the value of the Income Credit may be more thanoffset by the amount of the fee. You will be assessed anon-refundable fee each quarter regardless of whether ornot you take any withdrawals.

If your contract value falls to zero, the fee will no longer bededucted. We will not assess the quarterly fee if youannuitize your contract or if a death benefit is paid beforethe end of a Benefit Quarter. We will assess a pro-ratacharge for the fee applicable to the Benefit Quarter in whichthe surrender occurs if you surrender your contract beforethe end of a Benefit Quarter. The pro-rata fee is calculatedby multiplying the fee by the number of days between thedate when the prior fee was last assessed and the date ofsurrender, divided by the number of days between the priorand the next Benefit Quarter Anniversaries.

What happens if the contract value is reduced to zerowhile the Income Base is greater than zero?

If the contract value is reduced to zero but the Income Baseis greater than zero, we will pay the remaining MaximumAnnual Withdrawal Amount for that Benefit Year.Thereafter we will pay the Protected Income Payment overthe remaining lifetime of the Covered Person(s).

If an Excess Withdrawal reduces your contract value tozero, no further benefits are payable under the contractand your contract along with the Living Benefit willterminate.

If your contract value is reduced to zero, you may no longermake transfers, and no death benefit is payable. Therefore,you should be aware that, particularly during times ofunfavorable investment performance, withdrawals takenunder the Living Benefit may reduce the contract value tozero, thereby terminating any other benefits of the contract.In addition, an Income Credit is not available if the contractvalue is reduced to zero, even if a benefit remains payable.

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When the contract value equals zero but the Income Base isgreater than zero, to receive any remaining Living Benefit,you must select one of the following:

1. The Protected Income Payment divided equally andpaid on a monthly, quarterly, semi-annual or annualfrequency as selected by you until the date of deathof the Covered Person(s); or

2. Any option mutually agreeable between you and us.

Once you elect an option above, it cannot be changed. If youdo not select an option above, the remaining benefit will bepaid as option 1 above. This amount will be divided equallyand paid on a quarterly basis until the date of death of theCovered Person(s). No amount is payable thereafter.

MARKETLOCK FOR LIFE

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

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

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


On or after 76th birthday 6% of Income Base

Two Covered Persons

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


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

On or after 76th birthday 5.75% of Income Base

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.

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 Invest in one of three available Polaris Portfolio AllocatorModels:

Model 1, Model 2 or Model 3orInvest in one of three available 50%-50%Combination Models:

Model 1, Model 2 or Model 3

2 Invest in one or more of the following Variable Portfolios:American Funds Asset Allocation SASTAsset AllocationBalancedFranklin Income VIP FundManaged Allocation BalancedManaged Allocation ModerateManaged Allocation Moderate GrowthSA MFS Total ReturnSunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy Portfolio

3 Invest in the Ultra Short Bond Portfolio

4 In accordance with the requirements outlined in the tablebelow:

InvestmentGroup





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

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InvestmentGroup



B. Equity Minimum 0%Maximum 70%

Aggressive GrowthAmerican Funds Asset Allocation SASTAmerican Funds Global Growth SASTAmerican Funds Growth SASTAmerican Funds Growth-Income SASTAsset AllocationBalancedBlue Chip GrowthCapital AppreciationColumbia VP-Income Opportunities Fund“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 IncomeManaged Allocation BalancedManaged Allocation ModerateManaged Allocation Moderate GrowthManaged Allocation GrowthSA AB GrowthSA Legg Mason BW Large Cap ValueSA Marsico Focused GrowthSA MFS Massachusetts Investors TrustSA MFS Total ReturnSmall & Mid Cap ValueSunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioTelecom Utility

C. LimitedEquity



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

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.

Your allocation instructions accompanying any PurchasePayment as well as your target allocations if you invest in a

DCA 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 withquarterly 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. Please see AUTOMATIC ASSETREBALANCING PROGRAM above.

What are the factors used to calculate MarketLock ForLife?

The benefit offered by MarketLock For Life is calculated byconsidering the factors described below:

First, we determine the Eligible Purchase Payments. It isimportant to note that only Purchase Payments made duringthe first 5 contract years are taken into consideration indetermining the Eligible Purchase Payments. We will notaccept subsequent Purchase Payments after the 5th contractyear.

Second, we consider the Income Base Evaluation Period.The Income Base Evaluation Period begins on the EffectiveDate and ends 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 Benefit Anniversary during theIncome Base Evaluation Period minus any Ineligible

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Purchase Payments. The highest Anniversary Value is thecurrent Anniversary Value that is greater than (1) allprevious Anniversary Values; and (2) Eligible PurchasePayments.

Fourth, we determine the Income Base which initially isequal to the first Eligible Purchase Payment. The IncomeBase is increased by each subsequent Eligible PurchasePayment, and is reduced proportionately for ExcessWithdrawals.

Fifth, we determine the Maximum Annual WithdrawalAmount, which represents the maximum amount that maybe withdrawn each Benefit Year without reducing theIncome Base and is calculated by multiplying the IncomeBase by the applicable Maximum Annual WithdrawalPercentage.

Finally, we determine the Excess Withdrawals.

How can the Income Base be increased?

On each Benefit Year Anniversary during the Income BaseEvaluation Period, the Income Base is automaticallyincreased to the greater of (1) the highest AnniversaryValue; or (2) the current Income Base.

Increases to your Income Base occur on Benefit YearAnniversaries as described above. However, EligiblePurchase Payments can increase your Income Base at thetime they are received. Since highest Anniversary Valuesare determined only on the Benefit Year Anniversaries,your Income Base will not increase if your contractvalue was higher on days other than the Benefit YearAnniversaries.

What is the fee for MarketLock For Life?

The fee for MarketLock For Life is assessed against theIncome Base and deducted quarterly from your contractvalue at the end of each Benefit Quarter beginning on thefirst Benefit Quarter Anniversary following the BenefitEffective Date. Please see the STATE CONTRACTAVAILABILITY AND/OR VARIABILITY Appendix forstate specific information regarding the assessment ofthe fee. The fee depends on whether you elect to cover onelife or two lives. The fee is as follows:

Number ofCovered Persons Annual Fee Rate

For One Covered Person 0.70% of Income Base

For Two Covered Persons 0.95% of Income Base

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 contract orif a death benefit is paid before the end of a Benefit

Quarter. 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 applicable to theBenefit Quarter in which the surrender occurs if yousurrender your contract before the end of a Benefit Quarter.The pro-rata charge is calculated by multiplying the fee bythe number of days between the date the prior fee was lastassessed and the date of surrender divided by the number ofdays between the prior and the next Benefit QuarterAnniversaries.

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 Benefit 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 the value of or terminate 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 BenefitYear 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“What are the factors used to calculate MarketLockFor Life?”).

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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 freewithdrawal 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.

The OPTIONAL LIVING BENEFITS EXAMPLESAPPENDIX provides examples of the effects ofwithdrawals.

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 no later than 30 days after the end of thecurrent Income Base 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.

When and how may I elect a Living Benefit?

You may elect a Living Benefit at the time of contract issue(the “Benefit Effective Date”). You may elect to have theLiving Benefit cover only your life or the lives of both youand your spouse, the “Covered Person(s).” If the contract isnot owned by a natural person, references to Owner(s)apply to the Annuitant(s). To elect the Living Benefit,Covered Persons must meet the age requirements. The agerequirements vary depending on the type of contract and thenumber of Covered Persons. The age requirements foroptional death benefits and other optional features may bedifferent than those listed here. You must meet the agerequirements for those features in order to elect them.

SunAmerica Income Plus or MarketLock For Life —If you elect one Covered Person:

Covered Person

Minimum Age Maximum Age

One Owner 45 80

Joint Owners(1) 45 80

SunAmerica Income Plus or MarketLock For Life —If you elect two Covered Persons:

Covered Person #1 Covered Person #2

MinimumAge

MaximumAge

MinimumAge

MaximumAge

Non-Qualified:Joint Owners(2) 45 80 45 85

Non-Qualified:One Ownerwith SpousalBeneficiary 45 80 45 N/A(3)

Qualified:One Ownerwith SpousalBeneficiary 45 80 45 N/A(3)

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SunAmerica Income Builder —If you elect one Covered Person:

Covered Person

Minimum Age Maximum Age

One Owner 65 80

Joint Owners(1) 65 80

SunAmerica Income Builder —If you elect two Covered Persons:


MinimumAge

MaximumAge

MinimumAge

MaximumAge

Non-Qualified:Joint Owners(2) 65 80 65 85

Non-Qualified:One Ownerwith SpousalBeneficiary 65 80 65 N/A(3)

Qualified:One Ownerwith SpousalBeneficiary 65 80 65 N/A(3)

(1) Based on the age of the older Owner.

(2) Based on the age of the younger Joint Owner.

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

If I own a Qualified contract, how do Required MinimumDistributions impact my Living Benefit?

As the original owner, or Continuing Spouse (two CoveredPersons elected) electing to treat the annuity contract astheir own, if you are taking required minimum distributions(“RMD”) from this contract, and the amount of the RMD(based only on the contract to which the feature is electedand using the Uniform Lifetime Table or Joint LifeExpectancy Table from the regulations under the InternalRevenue Code) is greater than the Maximum AnnualWithdrawal Amount in any given Benefit Year, no portion ofthe RMD will be treated as an Excess Withdrawal.

Any portion of a withdrawal in a Benefit Year that is morethan the greater of both the Maximum Annual WithdrawalAmount and the RMD amount will be considered an ExcessWithdrawal. If you must take RMD from this contractand want to ensure that these withdrawals are notconsidered Excess Withdrawals, your withdrawals mustbe set up on the Systematic Withdrawal Program forRMDs administered by our Annuity Service Center.

We will provide RMD favorable treatment, once each BenefitYear, to the greater of the Maximum Annual WithdrawalAmount or the RMD amount as calculated by us. Therefore,if you are transferring from another company and arealready 70½, you should take the current tax year’s RMDprior to the transfer, as we cannot systematically calculate

the RMD as we do not possess the valuation for theprevious year end. Further, if you are turning 70½, youshould know that although tax code allows for deferral ofthe first withdrawal to April of the tax year following yourattainment of age 70½, doing so may result in subsequentwithdrawals being treated as Excess Withdrawals for thatBenefit Year.

If you have elected SunAmerica Income Plus and the RMDamount is greater than the Maximum Annual WithdrawalAmount, but less than 6% of the Income Base, an IncomeCredit equal to the difference between the RMD and 6% ofthe Income Base will be included in determining any IncomeBase increase in that Benefit Year. If the RMD amount isgreater than 6% of the Income Base, no Income Credit willbe included in the calculation of the Income Base.

If you have elected SunAmerica Income Builder, no IncomeCredit will be included in the calculation of the Income Basewhen an RMD is taken.

What happens to my Living Benefit upon a spousalcontinuation if I elected one Covered Person?

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.

What happens to my Living Benefit upon a spousalcontinuation if I elected two Covered Persons?

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 for two Covered Persons.

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 and, if you have electedSunAmerica Income Plus or SunAmerica Income Builder, theProtected Income Payment Percentage will be based on theage of the surviving Covered Person at the time the firstwithdrawal is taken. Please see “How do SunAmericaIncome Plus and SunAmerica Income Builder work?”above.

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If you have elected SunAmerica Income Plus or SunAmericaIncome Builder and spousal continuation occurs during theIncome Credit Period, the Continuing Spouse will continue toreceive any increases to the Income Base for highestAnniversary Values or if applicable, any Income Credit whilethe contract value is greater than zero. The ContinuingSpouse is also eligible to receive the Minimum Income Baseon the 12th Benefit Year Anniversary if no withdrawalshave been taken during the first 12 Benefit Years followingthe Benefit Effective Date.

If you have elected MarketLock For Life and spousalcontinuation occurs during the Income Base EvaluationPeriod, the Continuing Spouse will continue to receive anyincreases to the Income Base for the duration of the IncomeBase Evaluation Period, while the contract value is greaterthan zero. The Continuing Spouse will also be eligible toelect to extend the Income Base Evaluation Period, uponexpiration of the applicable period. Please see “Can Iextend the Income Base Evaluation Period beyond5 Years?” 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. Please see DEATH BENEFITS below.

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 begin the IncomePhase and therefore, you must select one of the followingannuity income options:

1. Annuitize the contract value under the contract’sannuity provisions (please see ANNUITY INCOMEOPTIONS below); or

2. If you have elected MarketLock For Life, annuitizethe contract and elect to receive the currentMaximum Annual Withdrawal Amount as of theLatest Annuity Date divided equally on a monthly,quarterly, semi-annual or annual frequency, asselected by you; or,

3. If you have elected SunAmerica Income Plus orSunAmerica Income Builder, annuitize thecontract and elect to receive the current MaximumAnnual Withdrawal Amount as of the LatestAnnuity Date for a fixed period while you are alive.The fixed period is determined by dividing thecontract value on the Latest Annuity Date by theMaximum Annual Withdrawal Amount. Anyapplicable Premium Taxes will be deducted from thecontract value prior to determining the fixed period.After that fixed period ends, you will receive the

Protected Income Payment, which is calculated bymultiplying the Income Base by the applicableProtected Income Payment Percentage, paid untilthe death(s) of the Covered Person(s). TheMaximum Annual Withdrawal Amount fixed periodpayments and the subsequent Protected IncomePayments will be divided equally on a monthly,quarterly, semi-annual or annual frequency, asselected by you.

4. Any annuity income option mutually agreeablebetween you and us.

Once you begin the Income Phase by electing one of theannuity income payment options above, the Income Base willno longer be adjusted either for highest Anniversary Valuesor additional Income Credits.

If you do not elect an option listed above, on the LatestAnnuity Date, we will annuitize the contract value inaccordance with Option 2 above.

Can I elect to cancel my Living Benefit?

The Living Benefit may not be cancelled by you prior to the5th Benefit Year Anniversary unless you surrender yourcontract. The Living Benefit may be cancelled by you on orafter the 5th Benefit Year Anniversary and the cancellationwill be effective as outlined in the table below.

OptionalLiving Benefit

CancellationRequest Received

CancellationEffective Date

SunAmericaIncome Plus

andSunAmerica

Income Builder

Years 1-5 5th Benefit YearAnniversary

Years 5+ Benefit QuarterAnniversary

following the receiptof the

cancellation request

MarketLockFor Life



Years 10+ Benefit YearAnniversary

following the receiptof the

cancellation request

Once cancellation is effective, the guarantees under theLiving Benefits are terminated. In addition, the investmentrequirements for the Living Benefits will no longer apply toyour contract. You may not re-elect or reinstate the LivingBenefit after cancellation. If you elected MarketLock ForLife and cancelled the feature, you may not extend theIncome Base Evaluation Period.

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 or after the 5th Benefit Year Anniversary andthe cancellation will be effective as outlined in the tableabove. Upon the cancellation effective date of the LivingBenefit, there will be one final fee applicable to the Benefit

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Quarter (Benefit Year for MarketLock For Life) in whichthe cancellation occurs, on the same Benefit QuarterAnniversary (Benefit Year Anniversary for MarketLock ForLife). Thereafter, the fee will no longer be charged.

If you elected MarketLock For Life and cancelled thefeature, the surviving Covered Person may not extend theIncome Base Evaluation Period. The surviving CoveredPerson may no longer re-elect or reinstate the LivingBenefit after cancellation.

What happens to the Secure Value Account and AutomaticAsset Rebalancing Program instructions if I elect to cancelmy Living Benefit?

Amounts allocated to the Secure Value Account will beautomatically transferred to the 1-Year Fixed Account, ifavailable. If the 1-Year Fixed Account is not available,amounts will be transferred to a money market or similarportfolio. From the day following the automated transferfrom the Secure Value Account, you may transfer thisamount to another available investment option under thecontract for a period of 90 days during which the transferwill not count against the annual number of free transfersor U.S. Mail transfers, or incur a transfer fee.

The Automatic Asset Rebalancing Program and yourinstructions on file will not be terminated or changed uponcancellation of your Living Benefit. Amounts transferredfrom the Secure Value Account into the 1-Year FixedAccount or a money market or similar portfolio, asapplicable, will not impact the Automatic Asset RebalancingProgram instructions on file and that transfer will not resultin new Default Rebalancing Instructions. On or aftercancellation of these features, you may provide newrebalancing instructions or you may choose to terminate theAutomatic Asset Rebalancing Program by contacting theAnnuity Service Center. Please see the STATECONTRACT AVAILABILITY AND/OR VARIABILITYAppendix for state specific information regardingamounts allocated to the Secure Value Account andAutomatic Asset Allocation Rebalancing Program uponcancellation of any Living Benefit.

Are there circumstances under which my Living Benefit willbe automatically cancelled?

The Living Benefit will automatically be cancelled 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 resulting in the contractbeing terminated; or

4. An Excess Withdrawal that reduces the contractvalue and Income Base to zero; 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 only occurif 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 will continue to be chargedand the guaranteed withdrawals based on two CoveredPersons are payable for one Covered Person only. However,the remaining Covered Person may choose to terminate theLiving Benefit as described under “Can I elect to cancel myLiving Benefit?” above.

Any amounts that we may pay under the feature in excessof your contract value are subject to the Company’sfinancial strength and claims-paying ability.

We reserve the right to modify, suspend or terminatethe optional Living Benefits at any time forprospectively issued contracts.

MARKETLOCK AND MARKETLOCK FOR TWOEXTENSION PARAMETERS

The information below is important to you if you purchaseda contract between May 1, 2006 and May 1, 2009 and youelected the MarketLock living benefit or if you purchased acontract between July 10, 2006 and April 30, 2008 and youelected MarketLock For Two living benefit. As describedin the prospectus, the initial MAV Evaluation Period endsafter the tenth contract year. On or about your tenthcontract anniversary you will have an opportunity to extendthe MAV Evaluation Period (the “Extension”) for anadditional ten years. In choosing the Extension, your fee will

43

change 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 allimportant financial decisions, we recommend that youdiscuss 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:

Current Annualized Fee Annualized Fee After 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:

Current Annualized Fee Annualized Fee After Extension

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 yourtenth 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 you

elected 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.

As with all important financial decisions, we recommendthat you discuss this with your financial representative.

For information on the MarketLock Feature you elected atpurchase, please see the APPENDIX E — LIVINGBENEFITS FOR CONTRACTS ISSUED PRIOR TOJANUARY 19, 2010.


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 of

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time 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:


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 livingbenefit. 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 FundManaged Allocation BalancedManaged Allocation ModerateManaged Allocation Moderate GrowthSA 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 3or50%-50% Combination Models*:Model 1, Model 2 or Model 3* Please see the allocations for the currently available Polaris

Portfolio Allocator Models and 50%-50% Combination Modelsabove.

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





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 AllocationBalanced (JPM)Blue Chip GrowthCapital AppreciationColumbia VP-Income Opportunities Fund“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 IncomeManaged Allocation BalancedManaged Allocation GrowthManaged Allocation ModerateManaged Allocation Moderate GrowthSA AB GrowthSA Legg Mason BW Large Cap ValueSA Marsico Focused GrowthSA MFS Massachusetts Investors TrustSA MFS Total ReturnSmall & Mid Cap ValueTelecom Utility

C. LimitedEquity



DEATH BENEFITS

If you die during the Accumulation Phase of your contract,we pay a death benefit to your Beneficiary. You must selecta death benefit option at the time you purchase yourcontract. Once selected, you cannot change your deathbenefit option. You should discuss the available options withyour financial representative to determine which option isbest for you.

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 your contract value is reduced to zero as a result ofreceiving guaranteed withdrawals under a living benefit

feature, 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 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 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 a money market or similar portfolio or available FixedAccount 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 AGL and/or US Life to thesame Owner/Annuitant are in excess of the PurchasePayments Limit, 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.

Certain death benefits are either no longer offered or havechanged since first being offered. If your contract wasissued prior to May 1, 2010, please see Appendix H fordetails regarding those features.

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).

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Please consult a qualified adviser regarding taximplications about your particular circumstances if youare considering one of these Beneficiary Continuationoptions.

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 standard death benefit and the optional MaximumAnniversary Value death benefit are calculated differentlydepending on whether you have also elected one of theLiving Benefits described above.

STANDARD DEATH BENEFIT

The following describes the standard death benefitwithout election of a Living Benefit:

The standard death benefit is the greater of:

1. Contract value; or

2. Net Purchase Payments.

The following describes the standard death benefit withelection of a Living Benefit:

The standard death benefit is the greater of:


2. Purchase Payments reduced by:

a. any Withdrawal Adjustments, as defined above,if the Living Benefit has not been terminated; or

b. any Withdrawal Adjustments, as defined above,prior to the date the Living Benefit isterminated; and reduced for any withdrawals inthe same proportion that the withdrawal reducedthe contract value on the date of suchwithdrawal on or after the date the LivingBenefit is terminated.

OPTIONAL COMBINATION HV & ROLL-UP DEATHBENEFIT

If you elect the Combination HV & Roll-Up deathbenefit, you may not elect the Maximum AnniversaryValue and EstatePlus death benefits and/or a LivingBenefit or any available Fixed Account(s). For anadditional fee, you may elect the optional Combination HV &Roll-Up death benefit which can provide greater protectionfor your Beneficiaries. You may only elect this death benefitat the time you purchase your contract and once elected, theOwner cannot change the election thereafter at any time.The fee for the optional Combination HV & Roll-Up deathbenefit is 0.65% of the average daily net asset valueallocated to the Variable Portfolios. You may pay for thisoptional death benefit and your Beneficiary may neverreceive the benefit once you begin the Income Phase. TheCombination HV & Roll-Up death benefit can only be electedprior to your 76th birthday at contract issue. It is notavailable for election in New York and Washington.

The death benefit is the greatest of:


2. The Maximum anniversary value on any contractanniversary prior to the earlier of your 85th birthdayor date of death, adjusted for any Net Purchase. Theanniversary value for any year is equal to thecontract value on the applicable contractanniversary.

3. Net Purchase Payments received prior to your 80thbirthday accumulated at 5% through the earliest of:

(a) 15 years after the contract date; or

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(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%.

OPTIONAL MAXIMUM ANNIVERSARY VALUE DEATHBENEFIT

The following is a description of the MaximumAnniversary Value death benefit option for contractsissued on or after May 1, 2009.

For an additional fee, you may elect the optional MaximumAnniversary Value death benefit described below which canprovide greater protection for your beneficiaries. You mayonly elect the optional Maximum Anniversary Value deathbenefit at the time you purchase your contract and youcannot change your election thereafter at any time. The feefor the optional Maximum Anniversary Value death benefitis 0.25% of the average daily net asset value allocated tothe Variable Portfolios. You may pay for the optional deathbenefit and your Beneficiary may never receive the benefitonce you begin the Income Phase. The MaximumAnniversary Value death benefit can only be elected prior toyour 83rd birthday.

If your contract was issued prior to May 1, 2009, please seethe DEATH BENEFITS AND SPOUSALCONTINUATION DEATH BENEFITS FORCONTRACTS ISSUED PRIOR TO JANUARY 23, 2012APPENDIX.

The following describes the optional MaximumAnniversary Value death benefit without election of aLiving Benefit:



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.

The following describes the optional MaximumAnniversary Value death benefit with election of aLiving 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 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.

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.

In order to elect EstatePlus, you must have also elected theoptional Maximum Anniversary Value death benefitdescribed above.

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.

We reserve the right to modify, suspend or terminateEstatePlus (in its entirety or any component) at anytime for prospectively issued contracts.

For a description of the death benefits for contractsissued prior to May 1, 2010, please see Appendix H.

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 ContinuingSpouse 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. The Continuing Spouse may not terminate theMaximum Anniversary Value death benefit.

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 STATE

50

CONTRACT 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 anUnderlying 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 against each PurchasePayment you contribute to the contract. After a PurchasePayment has been in the contract for four complete years, awithdrawal charge no longer applies to that PurchasePayment. The withdrawal charge percentage declines over

time for each Purchase Payment in the contract. Thewithdrawal charge schedule is as follows:

Year Since Purchase Payment Receipt 1 2 3 4 5

Withdrawal Charge 7% 6% 6% 5% 0%

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 investmentmanagement 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.

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 is an annualized 0.25% fee applicable to Class 3shares of Anchor Series Trust, Seasons Series Trust andSunAmerica Series Trust, Series II shares of AIM Variable

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Insurance Funds (Invesco Variable Insurance Funds),Class 2 shares of Franklin Templeton Variable InsuranceProducts Trust and Class 2 shares of Principal VariableContracts Funds. This amount is generally used to payfinancial intermediaries for services provided over the life ofyour contract.

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

The Living Benefit fees will be calculated as a percentage ofthe Income Base for all years in which the Living Benefitsare in effect. The fee depends on whether you elect to coverone or two lives.

The fee is deducted proportionately from your contract valueby redeeming the number of Accumulation Units invested inthe Variable Portfolios and the value in the Fixed Accounts,which in total equals the amount of the fee. If your contractvalue is reduced to zero before the Living Benefit has beencancelled, the fee will no longer be assessed.

We will not assess a quarterly fee if you annuitize yourcontract or if a death benefit is paid before the end of theBenefit Quarter. If the Living Benefit is still in effect whileyour contract value is greater than zero, and you surrenderyour contract, we will assess a pro-rata charge for the feeapplicable to the Benefit Quarter in which the surrenderoccurs if you surrender your contract before the end of aBenefit Quarter. The pro-rata fee is calculated by

multiplying the fee by the number of days between the datethe fee was last assessed and the date of surrender, dividedby the number of days between the prior and the nextBenefit Quarter Anniversaries.

If your contract was issued prior to January 19, 2010,please see APPENDIX E — LIVING BENEFITS FORCONTRACTS ISSUED PRIOR TO JANUARY 19, 2010for specific fee information.

OPTIONAL SUNAMERICA INCOME PLUS ANDSUNAMERICA INCOME BUILDER LIVING BENEFITFEE


InitialAnnual

Fee Rate

MaximumAnnual

Fee Rate

MinimumAnnual

Fee Rate


Decrease orIncrease

EachBenefit

Quarter*



* The fee rate can decrease or increase no more than 0.0625%each quarter (0.25%/ 4).

The Initial Annual Fee Rate is guaranteed not to change forthe first Benefit Year. Subsequently, the fee rate maychange quarterly subject to the parameters identified in thetable above. After the first Benefit Year, on each “BenefitQuarter Anniversary,” we will (1) deduct the fee in effectfor the previous Benefit Quarter; and (2) determine the feerate applicable to the next Benefit Quarter. Any feeadjustment is based on a non-discretionary formula tied tothe change in VIX. If the value of the VIX decreases orincreases from the previous Benefit Quarter Anniversary,your fee rate will decrease or increase accordingly, subjectto the minimums and maximum identified in the tableabove. Please see APPENDIX B — FORMULA ANDEXAMPLES OF CALCULATIONS OF THESUNAMERICA INCOME PLUS AND SUNAMERICAINCOME BUILDER FEE.

OPTIONAL MARKETLOCK FOR LIFE FEE

Number ofCovered Persons Annual Fee Rate

One Covered Person 0.70%

Two Covered Persons 0.95%

The fee for MarketLock For Life will be calculated as apercentage of the Income Base and deducted quarterly fromyour contract value, starting on the first quarter followingthe Benefit Effective Date and ending upon cancellation ofthis feature. You will be notified of any change in fee priorto the First and Subsequent Extensions. We guarantee thatthe current fee reflected above will not increase by morethan 0.25% at the time of First Extension.

Certain optional Living Benefits are no longer offered orhave changed since first being offered. If your contract was

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issued with an optional Living Benefit prior to January 19,2010, please see Appendix E for details regarding the LivingBenefit and its fee.

OPTIONAL COMBINATION HV & ROLL-UP DEATHBENEFIT FEE

The fee for the optional Combination HV & Roll-Up deathbenefit is 0.65% of the average daily net asset valueallocated to the Variable Portfolio(s).

OPTIONAL MAXIMUM ANNIVERSARY VALUE DEATHBENEFIT FEE

The fee for the optional Maximum Anniversary Value deathbenefit is 0.25% of the average daily ending 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

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 be5.00% of the initial Purchase 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 6.25% 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 of

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additional 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.

Revenue sharing arrangements may provide selling firmsand/or their registered representatives with an incentive tofavor sales of our contracts over other variable annuity

contracts (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 that are attributable to the contract and to certainother variable insurance products that we and our affiliatesissue. Rule 12b-1 fees and service fees paid out ofUnderlying Fund assets will reduce the amount of assetsthat otherwise would be available for investment, and reducethe Underlying Fund’s investment return. The dollar amountof asset-based payments we receive from the UnderlyingFunds is not set and will fluctuate over time depending onthe Underlying Funds’ net asset value and the amount ofassets invested.

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 amount

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may 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.

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.

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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.

Please see OPTIONAL LIVING BENEFITS above forannuity income options available under the LivingBenefits.

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 inamount. 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 income

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payments 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. Transferswill 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.

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 Payments

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made 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 havereceived 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.

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

58

(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, death

benefits 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.

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 calculation

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may 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 annuityincome 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.

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.

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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 thecontract’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 the

owner 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.

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 also

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require 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 itassumed 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 and the Secure ValueAccount, including any interest credited thereon, andamounts owed under your contract for death and/or livingbenefits which are in excess of portions of contract valueallocated to the Variable Portfolios. The obligations andguarantees under the contract are the sole responsibility ofthe Company. Therefore, payments of these obligations aresubject to our financial strength and claims paying ability,and our long term ability to make such payments.

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 and

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matching 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 andmonitoring 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 are

mailed. 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 forthese 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 contract

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value. For instance, systems failures and cyber-attacks mayinterfere with our processing of contract transactions,including the processing of orders from our website or withthe 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.

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

Information Regarding the Use of the Volatility Index(“VIX”) (if applicable)

Performance Data

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

Variable Portfolios

Inceptionto

12/31/06

Fiscal YearEnded

12/31/07

Fiscal YearEnded

12/31/08

Fiscal YearEnded

12/31/09

Fiscal YearEnded

12/31/10

Fiscal YearEnded

12/31/11

Fiscal YearEnded

12/31/12

Fiscal YearEnded

12/31/13

Fiscal YearEnded

12/31/14

Fiscal YearEnded

12/31/15

Aggressive Growth – SAST Class 3 Shares(Inception Date – 09/29/06)

Beginning AUV . . . . . . . . . . . . . . . . . (a)$15.910 (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)$10.546 (b)$12.462 (b)$11.925 (b)$13.528 (b)$18.877 (b)$18.526

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)$10.546 (b)$12.462 (b)$11.925 (b)$13.528 (b)$18.877 (b)$18.526 (b)$17.869

Ending Number of AUs . . . . . . . . . . . . (a)657 (a)72,174 (a)115,495 (a)149,294 (a)208,937 (a)282,983 (a)263,066 (a)185,122 (a)157,234 (a)124,998(b)N/A (b)N/A (b)N/A (b)221 (b)1,235 (b)1,409 (b)1,660 (b)1,095 (b)1,138 (b)1,142

American Funds Asset Allocation SAST – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)2,546 (a)507,152 (a)1,303,751 (a)1,632,066 (a)2,079,754 (a)2,333,534 (a)2,155,281 (a)1,863,841 (a)1,602,021 (a)1,469,035(b)N/A (b)N/A (b)N/A (b)13 (b)13 (b)50,324 (b)52,347 (b)52,334 (b)55,132 (b)55,109

American Funds Global Growth SAST – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)54,516 (a)1,653,452 (a)3,756,533 (a)4,439,178 (a)7,227,034 (a)9,633,818 (a)8,352,639 (a)6,971,117 (a)5,987,773 (a)4,907,004(b)N/A (b)N/A (b)N/A (b)16,422 (b)95,449 (b)154,217 (b)155,474 (b)147,579 (b)139,059 (b)113,593

American Funds Growth-Income SAST – SAST Class 3 Shares(Inception Date – 09/29/06)




American Funds Growth SAST – SAST Class 3 Shares(Inception Date – 09/29/06)




Asset Allocation – AST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)882 (a)28,541 (a)38,101 (a)70,440 (a)83,903 (a)124,104 (a)109,789 (a)101,030 (a)77,980 (a)77,355(b)N/A (b)N/A (b)N/A (b)5 (b)5 (b)1,958 (b)479 (b)484 (b)389 (b)394

Balanced – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)1 (a)17,355 (a)38,823 (a)135,696 (a)241,518 (a)383,244 (a)375,676 (a)366,560 (a)334,835 (a)336,782(b)N/A (b)N/A (b)N/A (b)8 (b)8 (b)8 (b)8 (b)0 (b)0 (b)0

Balanced – PVCF Class 2 Shares(Inception Date – 01/29/07)

Beginning AUV . . . . . . . . . . . . . . . . . (a)N/A (a)$10.048 (a)$10.668 (a)$7.732 (a)$9.414 (a)$10.509 (a)$10.426 (a)$11.548 (a)$13.346 (a)$14.011(b)N/A (b)N/A (b)N/A (b)$7.402 (b)$8.910 (b)$9.839 (b)$9.643 (b)$10.502 (b)$12.012 (b)$12.529

Ending AUV . . . . . . . . . . . . . . . . . . (a)N/A (a)$10.668 (a)$7.732 (a)$9.414 (a)$10.509 (a)$10.426 (a)$11.548 (a)$13.346 (a)$14.011 (a)$13.650(b)N/A (b)N/A (b)N/A (b)$8.910 (b)$9.839 (b)$9.643 (b)$10.502 (b)$12.012 (b)$12.529 (b)$12.127

Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)12,170 (a)45,656 (a)60,700 (a)50,211 (a)41,767 (a)23,059 (a)14,702 (a)6,837 (a)6,425(b)N/A (b)N/A (b)N/A (b)13 (b)13 (b)12 (b)12 (b)0 (b)0 (b)0

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

A-1

Variable Portfolios

Inceptionto

12/31/06

Fiscal YearEnded

12/31/07

Fiscal YearEnded

12/31/08

Fiscal YearEnded

12/31/09

Fiscal YearEnded

12/31/10

Fiscal YearEnded

12/31/11

Fiscal YearEnded

12/31/12

Fiscal YearEnded

12/31/13

Fiscal YearEnded

12/31/14

Fiscal YearEnded

12/31/15

Blue Chip Growth – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)3 (a)69,149 (a)147,002 (a)416,482 (a)1,557,571 (a)2,521,915 (a)2,456,436 (a)2,012,901 (a)1,694,623 (a)1,562,880(b)N/A (b)N/A (b)N/A (b)6,036 (b)34,821 (b)47,077 (b)47,324 (b)45,299 (b)40,457 (b)33,661

Capital Appreciation – AST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)11,371 (a)292,798 (a)628,154 (a)688,460 (a)867,556 (a)1,059,541 (a)900,977 (a)744,910 (a)604,148 (a)499,300(b)N/A (b)N/A (b)N/A (b)1,431 (b)6,797 (b)10,843 (b)10,563 (b)9,926 (b)9,500 (b)8,125

Capital Growth – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)2,535 (a)749,819 (a)1,905,877 (a)1,625,437 (a)1,560,736 (a)1,367,849 (a)1,192,875 (a)995,328 (a)856,352 (a)749,457(b)N/A (b)N/A (b)N/A (b)19 (b)654 (b)654 (b)654 (b)635 (b)635 (b)635

Cash Management* – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)14,968 (a)499,721 (a)1,824,303 (a)1,557,981 (a)1,275,116 (a)1,897,813 (a)1,227,078 (a)1,019,989 (a)958,978 (a)789,685(b)N/A (b)N/A (b)N/A (b)8 (b)31,233 (b)8,251 (b)8,769 (b)8,572 (b)6,078 (b)122,974

Columbia VP–Income Opportunities Fund – CFT II Class 1 Shares(Inception Date – 09/29/06)




Columbia VP–Large Cap Growth Fund III** – CFT I Class 1 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)5,514 (a)142,901 (a)177,307 (a)210,945 (a)236,103 (a)203,917 (a)182,037 (a)180,075 (a)181,718 (a)147,790(b)N/A (b)N/A (b)N/A (b)13 (b)13 (b)31,525 (b)31,523 (b)31,493 (b)31,489 (b)68

Conservative Balanced – PVCF Class 2 Shares(Inception Date – 01/29/07)



Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)32,926 (a)51,039 (a)18,922 (a)17,934 (a)4,579 (a)1,674 (a)1,611 (a)1,429 (a)765(b)N/A (b)N/A (b)N/A (b)12 (b)11 (b)11 (b)10 (b)0 (b)0 (b)0

Conservative Growth – PVCF Class 2 Shares(Inception Date – 01/29/07)





* On May 2, 2016, the Cash Management Portfolio changed to the Ultra Short Bond Portfolio.** 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.

A-2

Variable Portfolios

Inceptionto

12/31/06

Fiscal YearEnded

12/31/07

Fiscal YearEnded

12/31/08

Fiscal YearEnded

12/31/09

Fiscal YearEnded

12/31/10

Fiscal YearEnded

12/31/11

Fiscal YearEnded

12/31/12

Fiscal YearEnded

12/31/13

Fiscal YearEnded

12/31/14

Fiscal YearEnded

12/31/15

Corporate Bond – SAST Class 3 Shares(Inception Date – 09/29/06)




“Dogs” of Wall Street – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)72 (a)62,424 (a)98,282 (a)104,025 (a)216,686 (a)331,852 (a)363,315 (a)431,598 (a)398,940 (a)346,361(b)N/A (b)N/A (b)N/A (b)12 (b)12 (b)4,140 (b)3,500 (b)3,150 (b)3,070 (b)3,014

Emerging Markets – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)10,396 (a)438,081 (a)1,061,428 (a)941,018 (a)1,124,812 (a)1,532,413 (a)1,335,017 (a)1,435,287 (a)1,330,652 (a)1,278,302(b)N/A (b)N/A (b)N/A (b)2,020 (b)20,226 (b)31,605 (b)31,709 (b)32,549 (b)25,968 (b)14,550

Equity Income Account – PVCF Class 2 Shares(Inception Date – 01/29/07)




Equity Opportunities – SAST Class 3 Shares(Inception Date – 09/29/06)




Flexible Income – PVCF Class 2 Shares(Inception Date – 01/29/07)




Foreign Value – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)4,696 (a)474,608 (a)1,439,267 (a)2,103,834 (a)4,064,417 (a)5,928,610 (a)5,298,166 (a)4,528,664 (a)4,206,684 (a)3,770,058(b)N/A (b)N/A (b)N/A (b)8,222 (b)54,576 (b)80,257 (b)80,721 (b)78,501 (b)73,328 (b)62,504

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)$8.336 (b)$8.993 (b)$8.664 (b)$9.778 (b)$11.844 (b)$11.920

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)$8.336 (b)$8.993 (b)$8.664 (b)$9.778 (b)$11.844 (b)$11.920 (b)$10.939

Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)827,242 (a)973,207 (a)1,151,162 (a)1,252,589 (a)1,053,992 (a)902,477 (a)815,944 (a)727,571(b)N/A (b)N/A (b)N/A (b)8,684 (b)14,759 (b)14,526 (b)8,404 (b)8,148 (b)8,908 (b)8,643

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)$9.212 (b)$10.156 (b)$10.175 (b)$11.216 (b)$12.506 (b)$12.803

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)$9.212 (b)$10.156 (b)$10.175 (b)$11.216 (b)$12.506 (b)$12.803 (b)$11.644

Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)274,125 (a)659,014 (a)1,284,159 (a)1,840,078 (a)1,710,269 (a)1,598,985 (a)1,427,092 (a)1,155,671(b)N/A (b)N/A (b)N/A (b)3,938 (b)27,296 (b)62,878 (b)80,512 (b)76,262 (b)76,287 (b)58,465


A-3

Variable Portfolios

Inceptionto

12/31/06

Fiscal YearEnded

12/31/07

Fiscal YearEnded

12/31/08

Fiscal YearEnded

12/31/09

Fiscal YearEnded

12/31/10

Fiscal YearEnded

12/31/11

Fiscal YearEnded

12/31/12

Fiscal YearEnded

12/31/13

Fiscal YearEnded

12/31/14

Fiscal YearEnded

12/31/15

Fundamental Growth – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)0 (a)530,111 (a)1,342,796 (a)1,197,904 (a)1,103,529 (a)1,015,126 (a)853,902 (a)670,387 (a)571,632 (a)503,323(b)N/A (b)N/A (b)N/A (b)158 (b)157 (b)2,441 (b)2,409 (b)2,083 (b)1,998 (b)1,873

Global Bond – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)1,999 (a)375,686 (a)744,301 (a)1,020,141 (a)1,463,786 (a)1,689,096 (a)1,609,921 (a)1,598,295 (a)1,408,786 (a)1,200,016(b)N/A (b)N/A (b)N/A (b)2,783 (b)16,170 (b)22,226 (b)23,829 (b)24,540 (b)21,638 (b)35,904

Global Equities – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)1,522 (a)66,332 (a)108,573 (a)120,682 (a)164,961 (a)210,250 (a)171,096 (a)167,015 (a)147,567 (a)128,639(b)N/A (b)N/A (b)N/A (b)126 (b)2,254 (b)3,607 (b)3,565 (b)3,423 (b)3,404 (b)3,333

Government and Quality Bond – AST Class 3 Shares(Inception Date – 09/29/06)




Growth – AST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)1,435 (a)211,145 (a)459,702 (a)410,783 (a)403,540 (a)395,678 (a)346,169 (a)277,291 (a)235,878 (a)208,552(b)N/A (b)N/A (b)N/A (b)5 (b)5 (b)5 (b)4 (b)0 (b)0 (b)0

Growth-Income – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)51 (a)22,237 (a)37,304 (a)36,759 (a)51,711 (a)139,097 (a)182,048 (a)234,051 (a)235,640 (a)214,577(b)N/A (b)N/A (b)N/A (b)5 (b)560 (b)2,956 (b)3,181 (b)3,109 (b)3,323 (b)3,256

Growth Opportunities – SAST Class 3 Shares(Inception Date – 09/29/06)




High-Yield Bond – SAST Class 3 Shares(Inception Date – 09/29/06)




International Diversified Equities – SAST Class 3 Shares(Inception Date – 09/29/06)





A-4

Variable Portfolios

Inceptionto

12/31/06

Fiscal YearEnded

12/31/07

Fiscal YearEnded

12/31/08

Fiscal YearEnded

12/31/09

Fiscal YearEnded

12/31/10

Fiscal YearEnded

12/31/11

Fiscal YearEnded

12/31/12

Fiscal YearEnded

12/31/13

Fiscal YearEnded

12/31/14

Fiscal YearEnded

12/31/15

International Growth and Income – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)17,676 (a)1,106,240 (a)3,103,500 (a)3,271,712 (a)3,291,170 (a)3,305,428 (a)2,744,772 (a)2,107,693 (a)1,917,761 (a)1,686,763(b)N/A (b)N/A (b)N/A (b)10 (b)4,856 (b)7,452 (b)7,010 (b)6,427 (b)7,228 (b)7,276

Invesco V.I. American Franchise Fund, Series II Shares(Inception Date – 09/29/06)




Invesco V.I. Comstock Fund, Series II Shares(Inception Date – 09/29/06)




Invesco V.I. Growth and Income Fund, Series II Shares(Inception Date – 09/29/06)




Lord Abbett Growth and Income – LASF Class VC Shares(Inception Date – 09/29/06)




Managed Allocation Balanced – SST Class 3 Shares(Inception Date – 01/19/10)

Beginning AUV . . . . . . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)$10.758 (a)$11.455 (a)$11.333 (a)$12.358 (a)$13.569 (a)$14.075(b)N/A (b)N/A (b)N/A (b)N/A (b)$10.758 (b)$11.362 (b)$11.169 (b)$12.100 (b)$13.200 (b)$13.604

Ending AUV . . . . . . . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)$11.455 (a)$11.333 (a)$12.358 (a)$13.569 (a)$14.075 (a)$13.679(b)N/A (b)N/A (b)N/A (b)N/A (b)$11.362 (b)$11.169 (b)$12.100 (b)$13.200 (b)$13.604 (b)$13.135

Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)913,368 (a)1,614,996 (a)1,568,406 (a)1,402,438 (a)1,239,962 (a)1,054,259(b)N/A (b)N/A (b)N/A (b)N/A (b)28,042 (b)30,750 (b)30,786 (b)30,856 (b)25,636 (b)25,179

Managed Allocation Growth – SST Class 3 Shares(Inception Date – 01/19/10)



Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)52,618 (a)163,349 (a)183,618 (a)162,375 (a)143,869 (a)138,965(b)N/A (b)N/A (b)N/A (b)N/A (b)992 (b)12,282 (b)12,281 (b)10,756 (b)10,756 (b)0

Managed Allocation Moderate Growth – SST Class 3 Shares(Inception Date – 01/19/10)



Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)1,706,058 (a)3,256,421 (a)3,114,877 (a)2,958,537 (a)2,732,671 (a)2,300,756(b)N/A (b)N/A (b)N/A (b)N/A (b)20,402 (b)23,233 (b)23,302 (b)23,383 (b)23,310 (b)23,092

Managed Allocation Moderate – SST Class 3 Shares(Inception Date – 01/19/10)



Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)1,275,655 (a)2,474,994 (a)2,361,725 (a)2,378,577 (a)2,218,620 (a)1,946,033(b)N/A (b)N/A (b)N/A (b)N/A (b)368 (b)5,495 (b)5,576 (b)5,628 (b)5,629 (b)1,951


A-5

Variable Portfolios

Inceptionto

12/31/06

Fiscal YearEnded

12/31/07

Fiscal YearEnded

12/31/08

Fiscal YearEnded

12/31/09

Fiscal YearEnded

12/31/10

Fiscal YearEnded

12/31/11

Fiscal YearEnded

12/31/12

Fiscal YearEnded

12/31/13

Fiscal YearEnded

12/31/14

Fiscal YearEnded

12/31/15

Mid-Cap Growth – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)435 (a)260,004 (a)523,565 (a)559,828 (a)973,025 (a)1,371,046 (a)1,255,065 (a)979,227 (a)845,424 (a)737,568(b)N/A (b)N/A (b)N/A (b)2,184 (b)36,835 (b)49,084 (b)48,794 (b)46,516 (b)44,525 (b)23,943

Natural Resources – AST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)1,444 (a)165,865 (a)302,208 (a)286,231 (a)293,383 (a)339,347 (a)291,875 (a)256,708 (a)256,517 (a)250,825(b)N/A (b)N/A (b)N/A (b)1,934 (b)3,226 (b)8,788 (b)9,395 (b)9,261 (b)7,445 (b)4,768

Real Estate – SAST Class 3 Shares(Inception Date – 09/29/06)




Real Return – SST Class 3 Shares(Inception Date – 01/19/10)



Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)2,376,510 (a)4,128,226 (a)4,455,375 (a)5,108,228 (a)4,790,833 (a)4,135,199(b)N/A (b)N/A (b)N/A (b)N/A (b)61,809 (b)79,037 (b)83,662 (b)94,184 (b)92,252 (b)77,634

SA AB Growth – SAST Class 3 Shares(Inception Date – 09/29/06)




SA JPMorgan MFS Core Bond – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)0 (a)20,093 (a)917,171 (a)2,150,941 (a)4,204,015 (a)5,223,327 (a)5,404,831 (a)5,513,692 (a)4,452,817 (a)3,792,674(b)N/A (b)N/A (b)N/A (b)9,305 (b)60,263 (b)82,466 (b)93,245 (b)95,934 (b)88,813 (b)74,626

SA Legg Mason BW Large Cap Value*** – SAST Class 3 Shares(Inception Date – 09/29/06)




SA Marsico Focused Growth – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)1,299 (a)191,621 (a)254,802 (a)461,394 (a)946,276 (a)1,245,538 (a)1,235,577 (a)1,144,100 (a)977,716 (a)841,195(b)N/A (b)N/A (b)N/A (b)4,305 (b)14,479 (b)28,721 (b)26,241 (b)24,833 (b)22,858 (b)20,058


*** On September 8, 2015, the Davis Venture Value Portfolio was renamed SA Legg Mason BW Large Cap Value Portfolio.

A-6

Variable Portfolios

Inceptionto

12/31/06

Fiscal YearEnded

12/31/07

Fiscal YearEnded

12/31/08

Fiscal YearEnded

12/31/09

Fiscal YearEnded

12/31/10

Fiscal YearEnded

12/31/11

Fiscal YearEnded

12/31/12

Fiscal YearEnded

12/31/13

Fiscal YearEnded

12/31/14

Fiscal YearEnded

12/31/15

SA MFS Massachusetts Investors Trust – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)263 (a)16,382 (a)529,587 (a)910,975 (a)1,667,431 (a)2,233,603 (a)2,071,657 (a)1,706,278 (a)1,393,685 (a)1,201,606(b)N/A (b)N/A (b)N/A (b)4,169 (b)24,255 (b)34,606 (b)35,135 (b)33,711 (b)30,340 (b)25,665

SA MFS Total Return – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)4,101 (a)285,013 (a)337,724 (a)436,107 (a)572,601 (a)570,167 (a)492,325 (a)448,329 (a)366,157 (a)330,911(b)N/A (b)N/A (b)N/A (b)5 (b)5 (b)1,299 (b)2,018 (b)790 (b)790 (b)790

Small Company Value – SAST Class 3 Shares(Inception Date – 09/29/06)




Small & Mid Cap Value – SAST Class 3 Shares(Inception Date – 09/29/06)




Strategic Growth Portfolio – PVCF Class 2 Shares(Inception Date – 01/29/07)




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)$10.008 (b)$10.423 (b)$11.933 (b)$12.181

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)$11.933 (b)$12.181 (b)$11.305

Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)322,994 (a)2,826,745 (a)4,532,127 (a)4,289,481(b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)10 (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)$10.366 (b)$11.911 (b)$12.157

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)$10.366 (b)$11.911 (b)$12.157 (b)$11.252

Ending Number of AUs . . . . . . . . . . . . (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)N/A (a)219,729 (a)2,856,604 (a)4,647,902 (a)4,322,955(b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)N/A (b)10 (b)0 (b)0 (b)0

Technology – SAST Class 3 Shares(Inception Date – 09/29/06)



Ending Number of AUs . . . . . . . . . . . . (a)4 (a)333,150 (a)488,265 (a)589,698 (a)829,118 (a)1,122,216 (a)811,856 (a)818,214 (a)699,871 (a)620,712(b)N/A (b)N/A (b)N/A (b)70 (b)70 (b)758 (b)777 (b)635 (b)538 (b)488

Telecom Utility – SAST Class 3 Shares(Inception Date – 09/29/06)





A-7

APPENDIX B – FORMULA AND EXAMPLES OF CALCULATIONS OF THESUNAMERICA INCOME PLUS AND SUNAMERICA INCOME BUILDER FEE

The fee for SunAmerica Income Plus and SunAmericaIncome Builder is assessed against the Income Base anddeducted from the contract value at the end of each BenefitQuarter.


InitialAnnual

Fee Rate

MaximumAnnual

Fee Rate

MinimumAnnual

Fee Rate


Decrease orIncrease

EachBenefit

Quarter*



* The fee rate can increase or decrease no more than 0.0625%each quarter (0.25%/ 4).

The non-discretionary formula used in the calculation of theAnnual Fee Rate applicable after the first Benefit Year is:

Initial Annual Fee Rate + [0.05% x (Value of the VIXas of Market Close on each day the fee iscalculated – 20)]

The Initial Annual Fee Rate is guaranteed for the firstBenefit Year. Subsequently, the fee rate may changequarterly subject to the parameters identified in the tableabove. Any fee adjustment is based on the non-discretionaryformula stated above which is tied to the change in theVolatility Index (“VIX”), an index of market volatilityreported by the Chicago Board Options Exchange. Ingeneral, as the value of the VIX increases or decreases, yourfee rate will increase or decrease accordingly, subject to themaximums and minimums identified in the table above.

You may find the value of the VIX for any given day bygoing to the Chicago Board Options Exchange website,www.cboe.com.

Example

Assume you elect SunAmerica Income Plus for oneCovered Person and you invest a single PurchasePayment of $100,000 with no additional PurchasePayments and no withdrawals before the 16th BenefitQuarter. Assume the Value of the VIX, CalculatedFormula Value, Annual Fee Rate and Quarterly FeeRate are as follows:

BenefitQuarter

Value ofVIX

CalculatedFormulaValue*

AnnualFee Rate

QuarterlyFee Rate**

1st 24.82 N/A 1.10% 0.2750%

2nd 21.49 N/A 1.10% 0.2750%

3rd 24.16 N/A 1.10% 0.2750%

4th 19.44 N/A 1.10% 0.2750%

5th 16.88 0.94% 0.94% 0.2350%

* The Calculated Formula Value equals the number resultingfrom application of the formula stated above. This amount iscompared to the minimum and maximum fee and themaximum quarterly fee increase to determine the annual feerate each quarter.

** The Quarterly Fee Rate is the Annual Fee Rate divided by 4.

In the 5th Benefit Quarter, the Value of the VIXdecreases to 16.88. We calculate the Annual Fee Rate inthe 5th Benefit Quarter as follows:

Step 1: Calculation of the Annual Fee Rate

Initial Annual Fee Rate + [0.05% x (Value ofVIX – 20)]

1.10% + [0.05% x (16.88 – 20)]

1.10% +[0.05% x (–3.12)]

1.10% + (–0.0016) = 0.94% (Annual Fee Rate)

Step 2: Determine whether the Annual Fee Ratecalculated in Step 1 is within the Maximum orMinimum Annual Fee Rate and within theMaximum Quarterly Annualized Fee RateIncrease or Decrease

1.10% – 0.94% = 0.16% which is within 0.25% of theprevious Annual Fee Rate (1.10%).

0.94% is higher than the Minimum Annual Fee Rate(0.60%) and is lower than the Maximum Annual Fee Rate(2.20%).

Therefore, the Annual Fee Rate for the 5th Benefit Quarteris 0.94%.

The Quarterly Fee Rate is 0.2350% (or 0.94% divided by4).

After the 5th Benefit Quarter, assume the Value of theVIX, Calculated Formula Value, Annual Fee Rate andQuarterly Fee Rate are as follows:

BenefitQuarter

Valueof

VIX

CalculatedFormulaValue

AnnualFee Rate

QuarterlyFee Rate

6th 20.00 1.10% 1.10% 0.2750%

7th 25.57 1.38% 1.35% 0.3375%

8th 30.22 1.61% 1.60% 0.4000%

9th 26.02 1.40% 1.40% 0.3500%

10th 22.83 1.24% 1.24% 0.3100%

11th 19.88 1.09% 1.09% 0.2725%

12th 20.60 1.13% 1.13% 0.2825%

13th 14.44 0.82% 0.88% 0.2200%

14th 13.41 0.77% 0.77% 0.1925%

15th 9.11 0.56% 0.60% 0.1500%

16th 16.30 0.92% 0.85% 0.2125%

B-1

In the 7th Benefit Quarter, the Value of the VIXincreases to 25.57. We calculate the Annual Fee Rate inthe 7th Benefit Quarter as follows:


Initial Annual Fee Rate + [0.05% x (Value ofVIX – 20)]

1.10% + [0.05% x (25.57 – 20)]

1.10% + [0.05% x (5.57)]

1.10% + (0.00278) = 1.38% (Annual Fee Rate)


1.38% – 1.10% = 0.28% which is more than 0.25% higherthan the previous Annual Fee Rate of 1.10%.

The Annual Fee Rate is adjusted to be exactly 0.25% higherthan the previous Annual Fee Rate, which is 1.35%(1.10% + 0.25%). This is within the Minimum andMaximum Annual Fee Rates.

Therefore, the Quarterly Fee Rate is 0.3375% (or 1.35%divided by 4).



Initial Fee Rate + [0.05% x (Value of VIX – 20)]

1.10% + [0.05% x (14.44 – 20)]

1.10% + [0.05% x (–5.56)]

1.10% + (–0.00278) = 0.82% (Annual Fee Rate)


1.13% – 0.82% = 0.31% which is more than a 0.25%Quarterly Annualized Fee Rate Decrease from the previousAnnual Fee Rate of 1.13%.

Therefore, the Annual Fee Rate is adjusted to be exactly0.25% lower than the previous Annual Fee Rate, which is0.88% (1.13% – 0.25%).



Initial Fee Rate + [0.05% x (Value of VIX – 20)]

1.10% + [0.05% x (9.11 – 20)]

1.10% + [0.05% x (–10.89)]

1.10% + (–0.005445) = 0.56% (Annual Fee Rate)


The Annual Fee Rate of 0.56% is lower than the MinimumAnnual Fee Rate (0.60%).

Therefore, the Annual Fee Rate is adjusted to be exactly theMinimum Annual Fee Rate, which is 0.60%.

After the 16th Benefit Quarter, the Annual Fee Rate willcontinue to increase or decrease depending on the movementof the Value of the VIX. If your contract value falls to zerobefore the feature has been terminated, the fee will nolonger be deducted.

B-2

APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY

PROSPECTUS PROVISION AVAILABILITY OR VARIATION ISSUE STATE

Administration Charge Contract Maintenance Fee is $30. New MexicoNorth Dakota

Administration Charge Charge will be deducted pro-rata from Variable Portfolios only. OregonTexasWashington

Cancellation of Living Benefit Amounts allocated to the Secure Value Account will be automatically transferred to the Goldman Sachs VITGovernment Money Market Fund or similar money market portfolio.

Washington

Death Benefits The Combination HV & Roll-Up death benefit and the EstatePlus death benefit are not available. WashingtonFree Look If you are age 65 or older on the contract issue date, the Free Look period is 30 days. ArizonaFree Look If you are age 60 or older on the contract issue date, the Free Look period is 30 days. CaliforniaFree Look The Free Look period is 21 days and the amount is calculated as the value of your contract plus fees and

charges on the day we receive your request in Good Order at the Annuity Service CenterFlorida

Free Look The Free Look period is 20 days. IdahoNorth DakotaRhode Island

Free Withdrawal Free Withdrawal amounts are calculated as of the greatest of:(a) penalty-free earnings;(b) interest earnings on amounts allocated to the Fixed Account Option that have not been previously

withdrawn; or(c) 10% of the Total Invested Amount. You will receive the benefit of a free withdrawal upon full

surrender.

Washington

Income Phase You may switch to the Income Phase any time after your first contract anniversary. FloridaMarketLock For Life You may elect the current Maximum Annual Withdrawal Amount to be received monthly. OregonMinimum Contract Value The minimum remaining contract value after a partial withdrawal must be $2,000. TexasPremium Tax We deduct premium tax charges of 0.50% for Qualified contracts and 2.35% for Non-Qualified contracts

based on 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 Paymentswhen you begin the Income Phase.

Maine

Premium Tax We deduct premium tax charges of 3.5% for Non-Qualified contracts based on contract value when youbegin the 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 $500,000in the contract, we deduct front-end premium tax charges of 0.08% for Non-Qualified contracts based ontotal Purchase 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 basedon contract 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 Paymentswhen you begin the Income Phase.

Wyoming

SunAmerica Income Plus,SunAmerica Income Builder,MarketLock For Life

Charge will be deducted pro-rata from Variable Portfolios only. OregonTexasWashington

Systematic Withdrawal Minimum withdrawal amount is $250 per withdrawal. OregonTransfer Privilege Any transfer over the limit of 15 will incur a $10 transfer fee. Pennsylvania

TexasWithdrawals You receive the benefit of a free withdrawal upon a full surrender. Washington

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 – LIVING BENEFITS FOR CONTRACTS ISSUED PRIOR TO JANUARY 19, 2010

Table of Contents

MarketLock Income Plus and MarketLock For LifePlus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

MarketLock Income Plus and MarketLock For LifePlus Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-8

MarketLock and MarketLock For Two . . . . . . . . . . . . . E-12MarketLock and MarketLock For Two Fee. . . . . . . . . . E-14Polaris Income Rewards . . . . . . . . . . . . . . . . . . . . . . . . . E-18Polaris Income Rewards Fee. . . . . . . . . . . . . . . . . . . . . . E-19Capital Protector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-21Capital Protector Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . E-21

We will not accept subsequent Purchase Payments on orafter the 5th contract anniversary if you elected a LivingBenefit.

MARKETLOCK INCOME PLUS AND MARKETLOCK FORLIFE PLUS

The MarketLock Income Plus and MarketLock For Life Plusliving benefit may vary depending on the option you electedwhen you purchased 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”).

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, as

defined 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 survivingOwner must make an election in accordance with the deathbenefit provisions of the contract in compliance with theIRC, which terminates the Living Benefit. Accordingly, thesurviving Owner may not receive the full benefit of theLiving Benefit.

You may have elected MarketLock Income Plus or any ofthe MarketLock For Life Plus options and you may haveelected 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 elected 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

E-1

If you elected two Covered Persons(1):


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 Spousal

Beneficiary 45 80 45 N/A(3)

(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.

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, 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)




Prior to 65th birthday 4% of Income Base


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


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


E-2

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 TwoCovered Persons, the age of the first withdrawal is based onthe age of the younger of the Two Covered Persons.



Prior to 62nd birthday 4% of Income Base

On or after 62nd birthday 5% of Income Base

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







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 For LifePlus (contracts issued between 7/30/07 and 4/30/09)




Prior to the 60th birthday 4% of Income Base

At least age 60 but prior to the 76th birthday 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)




Prior to the 65th birthday 4% of Income Base

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

On or after the 76th birthday 6% 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 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 50%-50% Combination Model 1,2 or 3; or

3. Invest 100% in one or a combination of thefollowing Variable Portfolios: American Funds AssetAllocation SAST, Asset Allocation, Balanced,

E-3

Balanced (JPM), Franklin Income VIP Fund,Franklin Founding Funds Allocation VIP Funds,Managed Allocation Balanced, Managed AllocationModerate, Managed Allocation Moderate Growth, SAMFS Total Return, SunAmerica Dynamic AllocationPortfolio and SunAmerica Dynamic StrategyPortfolio

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 50%-50% Combination Model 1,2 or 3; or

3. Invest 100% in one or a combination of thefollowing Variable Portfolios: American Funds AssetAllocation SAST, Asset Allocation, Balanced,Balanced (JPM), Franklin Income VIP Fund,Managed Allocation Balanced, Managed AllocationModerate, Managed Allocation Moderate Growth, SAMFS Total Return, SunAmerica Dynamic AllocationPortfolio and SunAmerica Dynamic StrategyPortfolio; or

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

InvestmentGroup




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 BondDCA Fixed Accounts6-Month DCA1-Year DCA2-Year DCA (if available)Fixed Accounts1-Year Fixed (if available)

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 AllocationBalanced1

BalancedBlue Chip GrowthCapital AppreciationColumbia VP-Income Opportunities FundConservative Balanced1

Conservative Growth1

“Dogs” of Wall StreetEquity Income1

Equity OpportunitiesFlexible Income1

Foreign 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 IncomeManaged Allocation BalancedManaged Allocation GrowthManaged Allocation ModerateManaged Allocation Moderate GrowthSA AB GrowthSA Legg Mason BW Large Cap ValueSA Marsico Focused GrowthSA MFS Massachusetts Investor TrustSA MFS Total ReturnSmall & Mid Cap ValueSunAmerica Dynamic Allocation PortfolioSunAmerica Dynamic Strategy PortfolioStrategic Growth1

Telecom Utility

C. LimitedEquity

Minimum 0%Maximum20%***

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

Columbia VP-Large Cap Growth FundCapital GrowthEmerging MarketsGrowth OpportunitiesMid-Cap GrowthNatural ResourcesReal EstateSmall Company ValueTechnology

1 Only available if you purchased your contract through Chase InvestmentServices Corporation (formerly WaMu Investments, Inc.).

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 Asset

E-4

Rebalancing 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 and/or 1-Year Fixed Account, ifavailable, resulting from your transfer (“DefaultRebalancing Instructions”). If at any point, for any reason,your rebalancing 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 $100,000Purchase 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 accept subsequent

Purchase Payments after the 5th contract year. Thecalculation of Eligible Purchase Payments does not includeany spousal continuation contributions; however, spousalcontinuation contributions are included in the calculation ofAnniversary Values, as defined below. Total EligiblePurchase Payments are limited to $1,500,000 without ourprior 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 IncomeCredit 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 to

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the 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 and4/30/09)

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.

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 ondays other than the days in which we consider thehighest Anniversary Value was higher.

The Income Base and Income Credit Base are increasedeach time subsequent Eligible Purchase Payments are made.The Income Credit Base also increases when the IncomeBase is increased as a result of a maximum AnniversaryValue being achieved that is greater than both the currentIncome Base and all previous maximum Anniversary Values.The Income Credit Base is decreased each time an ExcessWithdrawal is taken, in the same proportion by which thecontract value is reduced by the Excess Withdrawal. TheIncome Base and Income Credit Base are not used in thecalculation of the contract value or any other benefits underthe contract.

The Income Base and Income Credit Base are adjusted eachtime an Excess Withdrawal is taken. Other than adjustmentsmade for Excess Withdrawals, the Income Base and IncomeCredit Base can only be adjusted upwards, and subsequentlower Anniversary Values during the Income BaseEvaluation Period will not result in a lower Income Base orlower 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 for

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the 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 recalculatedon 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 the

Income 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 SunAmericaIncome Plus?

The Maximum Annual Withdrawal Amount, the IncomeBase and the Income Credit Base may change over time asa result of the timing and amount of withdrawals. If youtake a withdrawal before the 12th Benefit YearAnniversary, your Income Base is not eligible to be at leastthe Minimum Income Base.

Withdrawals during a Benefit Year that in total are lessthan or equal to the Maximum Annual Withdrawal Amountwill not reduce the Income Base or Income Credit Base.However, if you choose to take less than the MaximumAnnual Withdrawal Amount in any Benefit Year, you maynot carry over the unused amount for withdrawal insubsequent years. Your Maximum Annual WithdrawalAmount in any year will not be recalculated solely as aresult of taking less than the entire Maximum AnnualWithdrawal Amount in the prior year. Please note that ifyou delay taking withdrawals for too long, you may limitthe number of remaining years (due to your lifeexpectancy) in which you may take withdrawals.

You should not elect the Living Benefit if you plan totake Excess Withdrawals since those withdrawals maysignificantly reduce the value of or terminate the LivingBenefit.

The impact of withdrawals on specific factors is furtherexplained 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 the amount in excess of the Maximum AnnualWithdrawal Amount. This means that the reduction inthe Income Base and Income Credit Base could be moreor less than 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 BenefitYear does not exceed the Maximum Annual Withdrawal

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Amount for that year, the Maximum Annual WithdrawalAmount will not change for the next year unless yourIncome Base is increased. If you take an ExcessWithdrawal, the Maximum Annual Withdrawal Amountwill be recalculated by multiplying the reduced IncomeBase by the existing Maximum Annual WithdrawalPercentage. This recalculated Maximum AnnualWithdrawal Amount is available for withdrawal at thebeginning of the next Benefit Year and may be lowerthan your previous Maximum Annual WithdrawalAmount.

Protected Income Payment: If the Income Base isgreater than zero, but the contract value has beenreduced to zero due to unfavorable investmentperformance or withdrawals within the MaximumAnnual Withdrawal Amount, we will pay any remainingMaximum Annual Withdrawal Amount for the currentBenefit Year. Thereafter, you will receive the ProtectedIncome Payment each year over the remaining lifetimeof the Covered Person(s) which is calculated bymultiplying the Income Base when contract value isreduced to zero by the applicable Protected IncomePayment Percentage. The Income Base is no longerincreased on Benefit Year Anniversaries after thecontract value has been reduced to zero. As a result, theProtected Income Payment is calculated once and willnot change. Please see “What happens if the contractvalue is reduced to zero while the Income Base isgreater than zero?” below.

All withdrawals from the contract, including withdrawalstaken under this Living Benefit, will reduce your contractvalue and your death benefit and may impact otherprovisions of your contract. Unfavorable investmentexperience and/or fees will also reduce your contract value.In addition, withdrawals under these Living Benefits willreduce the free withdrawal amount and may be subject toapplicable withdrawal charges if in excess of the freewithdrawal amount. The sum of withdrawals in any BenefitYear up to the Maximum Annual Withdrawal Amount willnot be assessed a withdrawal charge. Partial withdrawalsunder this Living Benefit must be deducted proportionatelyfrom each Variable Portfolio and Secure Value Account inwhich you are invested. Please see ACCESS TO YOURMONEY above and EXPENSES below.

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

Annualized Fee(calculated as apercentage of the

Income Base)

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

OneTwo

1.10%1.35%

MarketLock Income Plus(contracts issuedbetween 5/1/08 and 4/30/09)

OneTwo

0.95%1.20%

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

OneTwo

0.95%1.25%

MarketLock For Life Plus7% Option

OneTwo

0.75%1.00%

MarketLock For Life Plus6% Option

OneTwo

0.65%0.90%

The fee will be calculated as a percentage of the IncomeBase and deducted quarterly from your contract value,starting on the first quarter following the Effective Dateand ending upon termination of the feature. Once you electa feature, you will be assessed a non-refundable feeregardless of whether or not you take any withdrawalsand/or receive any lifetime annuity income payments underthe feature.

For contracts issued in New York, Oregon, Texas andWashington, the entire fee will be calculated and deductedfrom the portion of your contract value allocated to theVariable 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, the fee 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 Credit

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Period 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 oryounger 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.

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 subsequentBenefit Year anniversaries. However, you can continue totake the Maximum Annual Withdrawal Amount in effect atthe end of the last Income Base Evaluation Period. TheIncome Base is subject to adjustments for ExcessWithdrawals. You will continue to pay the fee at the ratethat was in effect during the last Income Base EvaluationPeriod and you will not be permitted to extend the IncomeBase Evaluation Period in the future. If you have not takenany withdrawals prior to the 12th Benefit Year anniversary(10th Benefit Year anniversary if elected on or beforeMay 1, 2009), your Income Base will be eligible to beincreased to the Minimum Income Base even if you have notelected the First Extension.

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.

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”).

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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 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 60 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 no later than the end of the currentevaluation 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.

What happens if the contract value is reduced to zerowhile my Living Benefit is still in effect?

All withdrawals from the contract, including withdrawalsunder these features, 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(s) reduceyour contract value to zero, no further benefits will remainunder the feature and your contract along with the featurewill terminate. An Income Credit is no longer available andthe Living Benefit is terminated.

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 death

benefit or future annuity income payments are available.Therefore, you should be aware that, particularly duringtimes of unfavorable investment performance, withdrawalstaken under the feature may reduce the contract value tozero and eliminate any other benefits of the contract.

When the contract value equals zero but a benefit remainspayable, to receive any remaining benefit, you must selectone of the following:

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


If you do not select an option above, the remaining LivingBenefit 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 feature in excessof your contract value are subject to the Company’sfinancial strength and claims-paying ability.

What happens to MarketLock Income Plus and MarketLockFor Life Plus upon a spousal continuation?

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 feature and thecontract; or

2. Continue the contract if the contract value is greaterthan zero, without the feature and its correspondingfee.

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 feature and thecontract; or

2. Continue the contract with the feature and itscorresponding fee.

The components of the feature in effect at the time ofspousal continuation will not change. The surviving CoveredPerson can elect to receive withdrawals in accordance withthe provisions of the feature based on the age of theyounger Covered Person at the time the first withdrawalwas taken. If no withdrawals were taken prior to thespousal continuation, the Maximum Annual WithdrawalPercentage will be based on the age of the survivingCovered Person at the time the first withdrawal is taken.

If spousal continuation occurs during the Income BaseEvaluation Period and/or Income Credit Period, ifapplicable, the Continuing Spouse will continue to receive

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any increases to the Income Base during the remainingIncome Base Evaluation Period and/or Income CreditPeriod.

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. Please see “Is there anadditional guarantee if I delay taking withdrawals?”above.

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?” above.

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 Iextend the Income Base Evaluation Period and IncomeCredit Period?” above.

Can a non-spousal Beneficiary elect to receive anyremaining benefits under MarketLock Income Plus orMarketLock For Life Plus upon the death of the secondspouse?

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 feature.

What happens to MarketLock Income Plus and MarketLockFor Life Plus upon the Latest Annuity Date?

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 Date,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


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 in the prospectus. At thatpoint, the Accumulation Phase of your contract ends and theIncome Phase begins.

Can I elect to cancel the MarketLock Income Plus orMarketLock For Life Plus feature?

You may cancel your Living Benefit on the 5th Benefit Yearanniversary, the 10th Benefit Year anniversary, or anyBenefit Year anniversary after the 10th Benefit Yearanniversary. Once you elect to cancel the feature, you willno longer be charged a fee after the cancellation is effectiveand the guarantees under the benefit are terminated. Inaddition, the investment requirements will no longer apply toyour contract. You may not extend the Income BaseEvaluation Period or Income Credit Period, if applicable, andyou may not re-elect or reinstate the feature aftercancellation.

Are there circumstances under which MarketLock IncomePlus and MarketLock For Life Plus will automaticallyterminate?

The feature automatically terminates upon the occurrence ofone of the following:


2. Termination or full 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 feature. A change of ownership from anon-natural entity to a natural person can only occur if thenew natural Owner(s) was the original naturalAnnuitant(s) in order to prevent termination of the feature.Any ownership change is contingent upon prior review andapproval 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, MarketLockIncome Plus and MarketLock For Life Plus will provide aguarantee for one Covered Person and not the lifetime ofthe other Covered Person:

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

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2. The original spousal joint Owners or spousalbeneficiary, who is the Covered Person, is no longermarried at the time of death of the first spouse.

Under these circumstances, the fee for the feature based ontwo Covered Persons remains unchanged and theguaranteed withdrawals are payable for the remainingCovered Person only. However, the remaining CoveredPerson may choose to terminate the feature as describedunder “Can I elect to cancel the MarketLock Income Plusor MarketLock For Life Plus feature?”

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 any otherwithdrawal for the purpose of calculating taxable income,deducting applicable withdrawal charges, and reducingthe contract value, free withdrawal amounts and all otherbenefits, features and conditions of your contract.

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.

MarketLock Summary Table:

Time of FirstWithdrawal

MaximumAnnual

WithdrawalPercentage*prior to anyExtension

Initial MinimumWithdrawal

Period prior toany Extension

MaximumAnnual

WithdrawalPercentage ifExtension is

Elected

Before 5thBenefit Yearanniversary 5% 20 years 5%

On or after 5thBenefit Yearanniversary 7% 14.28 years 7%

On or after 10thBenefit Yearanniversary 10% 10 years 7%

On or after 20thBenefit Yearanniversary 10% 10 years 10%

On or after theolder contractowner’s 65thbirthday** 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 asan Excess Withdrawal. Any portion of the RMD withdrawalthat is based on amounts greater than this contract alone willbe considered an excess withdrawal. This will result incancellation of the lifetime withdrawals and may furtherreduce your Maximum Annual Withdrawal Amount, MaximumAnniversary Value (“MAV”) Benefit Base, and remainingMinimum Withdrawal Period. 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 another IRAand plan to immediately utilize this feature to satisfy RMD,you should take the current year required withdrawal prior tomoving your money to this contract since we can only provideone RMD withdrawal per contract year (which may cross overtwo tax years). Further, if the RMD basis for this tax yearwas calculated by the investment company from which you aretransferring your investment and it is greater than the amounttransferred to this contract, we cannot systematically calculateand support the RMD basis. Therefore, you should take theRMD before transferring your investment. Please see “Howare the components for MarketLock and MarketLock ForTwo Calculated?” below.

** Lifetime withdrawals are available so long as your firstwithdrawal is taken on or after age 65 and withdrawals do notexceed the 5% Maximum Annual Withdrawal Percentageindicated above. If withdrawals exceed the 5% MaximumAnnual Withdrawal Percentage in any Benefit Year (otherthan for RMD amounts for this contract that are greater thanthe Maximum Annual Withdrawal Amount), lifetimewithdrawals are no longer available. Instead, availablewithdrawals are automatically recalculated with respect to theMinimum Withdrawal Period and Maximum AnnualWithdrawal Percentage listed in the table above, based on thetime of first withdrawal and reduced for withdrawals alreadytaken.

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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 an RMD withdrawal that is based on amounts otherthan this contract will not be considered 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,which include the amount of Purchase Payments receivedduring the first two years after your contract issue date,adjusted for any withdrawals during that period. AnyPurchase Payments we receive more than two years afteryour contract issue date are considered Ineligible PurchasePayments. We will not accept subsequent PurchasePayments after the 2nd contract year. The calculation ofEligible Purchase Payments does not include any spousalContinuation Contributions, if applicable; however, spousalContinuation Contributions 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 orwhether 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 bymultiplying 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 prior to the endof the current MAV Evaluation Period. If you elect toextend the MAV Evaluation Period, the MAV Benefit Basecan continue to be adjusted upward as described above oneach anniversary during the new MAV Evaluation Period.See “How are the Components of MarketLock andMarketLock For Two calculated?” above. Also, if youextend the MAV Evaluation Period, you should note that the

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components of the feature, such as the fee (and MaximumAnnual Withdrawal Percentage for MarketLock), willchange to those in effect at the time you elect to extend,which may be different from the components when youinitially elected the feature. We will notify you in writing ofthe terms of the extension at least 30 days prior to the endof the MAV Evaluation Period. Additional MAV EvaluationPeriods may be offered at 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?

MarketLockThe 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.

For contracts issued in New York and Washington, theentire fee will be calculated and deducted quarterly from theportion of your contract value allocated to the VariablePortfolios.

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. Alternatively, a decrease in MAV BenefitBase due to withdrawals will decrease the dollar amount ofthe fee.

If your contract value and/or MAV Benefit Base falls tozero before the feature has been terminated, the fee will nolonger be deducted. However, if the MAV Benefit Base isadjusted upwards at a later date because the currentAnniversary Value is greater than both the current and anyprevious Anniversary Values, the calculation and deductionof the fee will resume.

MarketLock For TwoThe 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 is

taken. However, if you elect to extend the MAV EvaluationPeriod the fee may change at the time of the 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. The 0.80% fee applicable afterthe first withdrawal is assessed at the end of the quarter inwhich the withdrawal is taken. If your contract value and/orMAV Benefit Base falls to zero before the feature has beenterminated, the fee will no longer be deducted. However, ifthe MAV Benefit Base is adjusted upwards at a later datebecause the current Anniversary Value is greater than boththe current and any previous Anniversary Values, thecalculation and deduction of the fee will resume. We will notassess the quarterly fee if you surrender or annuitize yourcontract before the end of a contract quarter.

For contracts issued in New York and Washington, the feewill be calculated and deducted quarterly from the portion ofyour contract value allocated to the Variable Portfolios.

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.

If you 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 ifthe MAV Benefit Base is stepped-up on a contractanniversary. If the amount of withdrawals, at any time,exceeds 5% of the MAV Benefit Base in a Benefit Year, youwill not receive lifetime withdrawals. However, you cancontinue to receive withdrawals over the MinimumWithdrawal Period in amounts up to the Maximum AnnualWithdrawal Amount as described in the MarketLockSummary Table and under “How are the components forMarketLock and MarketLock For Two calculated?” above,based on when you took your first withdrawal and adjustedfor withdrawals already 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 that

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causes 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 as described above reduce theMAV Benefit Base as 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) 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 ina 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 withdrawals),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.

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 MarketLockFor Two Calculated?”). If you take an ExcessWithdrawal, the Maximum Annual Withdrawal Amountwill be recalculated by multiplying the reduced MAVBenefit Base by the existing Maximum Annual

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Withdrawal Percentage. This newly recalculatedMaximum Annual Withdrawal Amount will be availablebeginning on the next contract anniversary and may belower than your previous Maximum Annual WithdrawalAmount.

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, if youare eligible to take lifetime withdrawals, a Benefit is stillpayable even if the contract value and MAV Benefit Baseboth equal zero. However, the contract’s other benefits willbe terminated once the contract value equals zero. You maynot make subsequent Purchase Payments or transfers andno death benefit or future annuitization payments areavailable. 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 following:

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) if receiving lifetimewithdrawals, the date of death of the older contractowner; 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 yourcontract value is reduced to zero due to an ExcessWithdrawal, 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:

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 an option, the remaining Benefit will bepaid as the current Maximum Annual Withdrawal Amounton a quarterly basis until the date of death of the survivingspouse.

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, lifetime withdrawals or the option to receivelifetime withdrawals will cease upon death of the olderowner. Excluding the lifetime option, a younger ContinuingSpouse can elect to receive withdrawals in accordance withthe provisions of the MarketLock Summary Table abovebased on when the first withdrawal was taken and adjustedfor any withdrawals already taken. In the event of the deathof the younger spouse, the older spousal beneficiary maycontinue to receive lifetime withdrawals, if eligible, becausethey are based 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 yearsprovided 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. Spousal continuation contributionsare not considered Eligible Purchase Payments. However,spousal continuation contributions are included in thecalculation of 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 any

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upward 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?

Upon the death of the older contract owner, lifetimewithdrawals will no longer be available. If the contract valueis greater than zero when the owner dies, a non-spousalBeneficiary must make a death claim under the contractprovisions, which terminates MarketLock. If the contractvalue is zero when the owner dies, meaning that no deathbenefit is payable, but the Minimum Withdrawal Periodremaining is greater than zero, a non-spousal Beneficiarymay elect to continue receiving any remaining withdrawalsunder the feature. The other components of the feature willnot change. However, the contract and its other benefits willbe 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. If eligible 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. If

withdrawals 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 theguarantees 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 conditions for lifetime withdrawals aremet; or


3. Full surrender of the contract; or

4. Death benefit is paid.

Lifetime withdrawals 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 also

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be 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. Theearliest date you may begin taking withdrawals under theBenefit is the Benefit Availability Date. Each one-yearperiod beginning on the contract issue date and ending onthe day before the contract anniversary date is considered aBenefit 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 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 contract

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issue 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 cannotbe 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 New York and Washington, theentire fee will be calculated and deducted from the portionof your contract value allocated to the Variable Portfolios.

The fee is as follows:

Contract Year Annualized Fee

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 ofwithdrawals 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 if

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you 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 BenefitYear 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:

1. The current Maximum Annual Withdrawal Amount,paid equally on a quarterly, semi-annual or annualfrequency as selected by you until the Stepped-UpBenefit Base equals zero; or



If you do not select an option, the remaining Benefit will bepaid as the current Maximum Annual Withdrawal Amounton 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

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4. Death benefit is paid; or

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

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 anyother withdrawal for the purpose of reducing thecontract value, free withdrawal amounts and all otherbenefits, features and conditions 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 contractissue date, in an amount proportionate to theamount by which the withdrawal decreased thecontract value at the time of the withdrawal.

Spousal continuation contributions, if applicable, are notconsidered Purchase Payments and are not used in thecalculation of the Benefit Base.

The annualized fee is calculated as a percentage of contractvalue minus Purchase Payments received after the 90th daysince the contract issue date. The entire fee will becalculated and deducted from your contract value eachquarter throughout the first 10 full contract years,beginning at the end of the first contract quarter followingthe contract issue date and up to the Benefit Date. Once thefeature is terminated, the charge will no longer be deducted.We will also not assess the quarterly fee if you surrender orannuitize before the end of the quarter.

For contracts issued in New York and Washington, theentire fee will be calculated and deducted from the portionof your contract value allocated to the Variable Portfolioseach quarter through the first 10 full contract years.

The fee is as follows:


0-5 0.65%6-10 0.45%11+ none

For contracts issued in Oregon and Washington, the fee isas follows:


0-7 0.65%8-10 0.30%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 contract

E-21

value to be larger than your Benefit Base on your BenefitDate, 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 Ultra Short Bond Portfolio. Any Benefit paid is notconsidered a Purchase Payment for purposes of calculatingother benefits or features of your contract. Other contractbenefits based on earnings, will continue to define earningsas the difference between contract value and PurchasePayments adjusted for withdrawals. For information abouthow the Benefit is treated for income tax purposes, youshould consult a qualified tax advisor for informationconcerning your particular circumstances.

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APPENDIX F – 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.

As with all important financial decisions, we recommendthat you discuss this with your financial representative.

For information on the MarketLock Income Plus livingbenefit you elected at the time of purchase, please see theAPPENDIX E — LIVING BENEFITS FORCONTRACTS ISSUED PRIOR TO JANUARY 19, 2010.


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:


CurrentAnnualized Fee

Annualized FeeAfter Extension

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 FundManaged Allocation BalancedManaged Allocation ModerateManaged Allocation Moderate GrowthSA 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 3or50%-50% Combination 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.

F-1

APPENDIX G – DEATH BENEFITS FOLLOWING SPOUSAL CONTINUATION

Certain death benefits are either no longer offered or havechanged since first being offered. If your contract wasissued prior to May 1, 2010, please see Appendix H for adescription of the death benefit calculations and deathbenefit calculations following a Spousal Continuation foryour contract.

We will not accept subsequent Purchase Payments on orafter the 5th contract anniversary if you have elected aLiving Benefit.

The following details the standard and MaximumAnniversary Value death benefits, the Combination HV &Roll-Up death benefit and the EstatePlus death benefitpayable upon the Continuing Spouse’s death. The deathbenefit we will pay to the new Beneficiary chosen by theContinuing Spouse varies depending on the death benefitoption elected by the original Owner of the contract,whether Living Benefits were elected, the age of theContinuing Spouse as of the Continuation Date and theContinuing 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. We define “ContinuationPurchase Payments” as Purchase Payments made on orafter the Continuation Date.

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, in describing 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 Continuing

Spouse’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 standard death benefit and the optional MaximumAnniversary Value death benefit are calculated differentlydepending on whether the original Owner had elected one ofthe Living Benefits, described above.

A. Standard and Maximum Anniversary Value DeathBenefit Payable Upon Continuing Spouse’s Death:

The following describes the standard death benefit andthe optional Maximum Anniversary Value death benefitwithout election of a Living Benefit:

Death Benefit Payable upon Continuing Spouse’s Death:

1. Standard Death Benefit

If the Continuing Spouse is age 85 or younger onthe Continuation Date, the death benefit will be thegreater of:

a. Contract value; or

b. Continuation Net Purchase Payments.

If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal to thecontract value.

2. Optional Maximum Anniversary Value DeathBenefit

If the Continuing Spouse is age 82 or younger onthe Continuation Date, the death benefit will be thegreatest of:


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 sincethat anniversary; and reduced for anywithdrawals since that anniversary in the sameproportion that the withdrawal reduced thecontract value on the date of such withdrawal.The anniversary value for any year is equal tothe contract value on the applicable anniversaryafter the Continuation Date.

If the Continuing Spouse is age 83-85 on theContinuation Date, the death benefit will be the

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Standard Death Benefit described above and theoptional Maximum Anniversary Value death benefitfee will no longer be deducted as of the ContinuationDate.

If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal tocontract value and the optional MaximumAnniversary Value death benefit fee will no longerbe deducted as of the Continuation Date.

The following describes the standard death benefit andthe optional Maximum Anniversary Value death benefitwith election of a Living Benefit:

1. Standard Death Benefit

If the Continuing Spouse is age 85 or younger onthe Continuation Date, the death benefit will be thegreater of:


b. Continuation Purchase Payments reduced by:

(i) any Withdrawal Adjustment after theContinuation Date, if the Living Benefit hasnot been terminated; or

(ii) any Withdrawal Adjustments after theContinuation Date, prior to the date theLiving Benefit is terminated; and reducedfor any withdrawals in the same proportionthat the withdrawal reduced the contractvalue on the date of such withdrawal on orafter the date the Living Benefit isterminated.

If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal tocontract value.

2. Optional Maximum Anniversary Value DeathBenefit

If the Continuing Spouse is age 82 or younger onthe Continuation Date, the death benefit will be thegreatest of:


b. Continuation Purchase Payments reduced by:

(i) any Withdrawal Adjustments after theContinuation Date, if the Living Benefit hasnot been terminated; or

(ii) any Withdrawal Adjustments after theContinuation Date, prior to the date theLiving Benefit is terminated; and reducedfor any withdrawals in the same proportionthat the withdrawal reduced the contractvalue on the date of such withdrawal on orafter the date the Living Benefit isterminated.

c. Maximum anniversary value on any contractanniversary that occurred after the Continuation

Date, but prior to the earlier of the ContinuingSpouse’s 83rd birthday or date of death, plusContinuation Purchase Payments received sincethat contract anniversary; and reduced by:

(i) any Withdrawal Adjustments since thatcontract anniversary, if the Living Benefithas not been terminated; or

(ii) any Withdrawal Adjustments since thatcontract anniversary, prior to the date theLiving Benefit is terminated; and reducedfor any withdrawals in the same proportionthat the withdrawal reduced the contractvalue on the date of such withdrawal on orafter the date the Living Benefit isterminated.

The anniversary value for any year is equal to thecontract value on the applicable anniversary.

If the Continuing Spouse is age 83-85 on theContinuation Date, the death benefit will be theStandard Death Benefit with election of a LivingBenefit, described above and the optional MaximumAnniversary Value death benefit fee will no longerbe deducted as of the Continuation Date.

If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal tocontract value and the optional MaximumAnniversary Value death benefit fee will no longerbe deducted as of the Continuation Date.

B. Combination HV & Roll-Up Death Benefit PayableUpon Continuing Spouse’s Death:

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

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(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.

C. 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 is not payableafter 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. The EstatePlus benefit, ifany, is added to the death benefit payable under theMaximum Anniversary Value option.

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.

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APPENDIX H – DEATH BENEFITS AND SPOUSAL CONTINUATION DEATH BENEFITS FORCONTRACTS ISSUED PRIOR TO MAY 1, 2010

If you elected the optional Combination HV & Roll-Up deathbenefit or the optional Maximum Anniversary Value deathbenefit after May 1, 2009, please see OptionalCombination HV & Roll-Up Death Benefit or OptionalMaximum Anniversary Death Value Benefit in theprospectus for details. If original owner of the contractelected the optional Combination HV & Roll-Up deathbenefit or the optional Maximum Anniversary Value deathbenefit after May 1, 2009, please see Optional CombinationHV & Roll-Up Death Benefit or Optional MaximumAnniversary Value Death Benefit in APPENDIX G —DEATH BENEFITS FOLLOWING SPOUSALCONTINUATION in the prospectus for details.

If you elected the optional EstatePlus death benefit prior toMay 1, 2009, please see Optional EstatePlus Benefit inthe prospectus for details. If original owner of the contractelected the optional EstatePlus death benefit prior to May 1,2009, please see Optional EstatePlus Death Benefit inAPPENDIX G — DEATH BENEFITS FOLLOWINGSPOUSAL CONTINUATION in the prospectus for details.

For contracts issued in Washington prior to May 1, 2010,the standard death benefit is only available to contractowners or Continuing Spouses who are age 82 and younger.

Death Benefit Defined Terms

Capitalized terms used in this Appendix have the samemeaning as they have in the prospectus.

The following is the description of the Standard DeathBenefit for contracts issued between May 1, 2009 andApril 30, 2010.

Standard death benefit without election of a LivingBenefit:

If the contract is issued prior to your 83rd birthday, thestandard death benefit on your contract is the greater of:


2. Net Purchase Payments

If you contract was issued on or after the 83rd birthday butprior to your 86th birthday, the standard death benefit onyour contract is the greater of:


2. The lesser of:

a. Net Purchase Payments; or

b. 125% of contract value.

Standard death benefit with election of a Living Benefit:



2. Purchase Payments reduced by any WithdrawalAdjustment.

If you contract was issued on or after the 83rd birthday butprior to your 86th birthday, the standard death benefit onyour contract is the greater of:


2. The lesser of:



The following is a description of the Standard DeathBenefit Following Spousal Continuation for contractsissued between May 1, 2009 and April 30, 2010.

Standard death benefit payable upon a ContinuingSpouse’s death without election of a Living Benefit:

If the Continuing Spouse is age 82 or younger on theContinuation Date, the standard death benefit will be thegreater of:


2. Continuation Net Purchase Payments

If the Continuing Spouse is age 83-85 on the ContinuationDate, the death benefit will be the greater of:


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 the contractvalue.

Standard death benefit payable upon a ContinuingSpouse’s death with election of a Living Benefit:

If the Continuing Spouse is age 82 or younger on theContinuation Date, the standard death benefit will be thegreater of:


2. Continuation Purchase Payments reduced by anyWithdrawal Adjustment after the Continuation Date.



2. The lesser of:



H-1


The following is a description of the Death Benefits forcontracts issued prior to May 1, 2009.

Standard Death Benefit



2. Net Purchase Payments.

If the contract is issued on or after the 83rd birthday butprior to your 86th birthday, the standard death benefit onyour contract is the greater of:


2. The lesser of:


b. 125% of Contract value.

Optional Enhanced Death Benefits

If you elected the Purchase Payment Accumulation or theMaximum Anniversary Value death benefit option, the fee is0.25% of the average daily net asset value allocated to theVariable Portfolios.

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 was not available in NewYork and Washington.

Maximum Anniversary Value Option



2. Net Purchase Payments; or

3. Maximum anniversary value on any contractanniversary prior to your 83rd birthday. Theanniversary values equal the contract value on a

contract anniversary, reduced for withdrawals sincethat contract anniversary in the same proportionthat the contract value was reduced on the date ofsuch withdrawal, and adjusted for any Net PurchasePayments since that anniversary.

If you purchased your contract prior to May 1, 2007, underthe Maximum Anniversary Value option, if you die on orafter your 90th birthday, the death benefit is equal to yourcontract value. Accordingly, you will not get any benefitfrom this option if you are age 90 or older at the time ofdeath.

The following is a description of the Death BenefitsFollowing Spousal Continuation for contracts issuedprior to May 1, 2009.

Standard Death Benefit Payable Upon ContinuingSpouse’s Death:

If the Continuing Spouse is age 82 or younger on theContinuation Date, the death benefit will be the greater of:


2. Continuation Net Purchase Payments.



2. The lesser of:


b. 125% of the contract value.


Purchase Payment Accumulation Option Payable UponContinuing Spouse’s Death

If the Continuing Spouse is age 74 or younger on theContinuation Date, the death benefit will be the greatest of:


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.

H-2

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 thecontract 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 Standard DeathBenefit described above and the fee for the PurchasePayment Accumulation option will no longer be deducted asof the Continuation Date.

If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal to contractvalue and the fee for the Purchase Payment Accumulationwill no longer be deducted as of the Continuation Date.

Purchase Payment Accumulation was not available in NewYork and Washington.

Maximum Anniversary Value Option Payable UponContinuing Spouse’s Death

If the Continuing Spouse is age 82 or younger on theContinuation Date, 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 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, the death benefit will be the Standard Death Benefitdescribed above and the fee for the Maximum AnniversaryValue option will no longer be deducted as of theContinuation Date.

If the Continuing Spouse is age 86 or older on theContinuation Date, the death benefit is equal to contractvalue and the fee for the Maximum Anniversary Valueoption will no longer be deducted as of the ContinuationDate.

If the contract was issued prior to May 1, 2007, and theContinuing Spouse is age 86 and older on the ContinuationDate or age 90 and older at death, the death benefit isequal to the contract value.

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Please forward a copy (without charge) of the Polaris Choice III 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

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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.

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Polaris Choice III

For online access to fund prospectuses for the investment portfolios in this variable annuity, please go to aig.com/getprospectus.

S4562PRO.6 (5/16)*S4562PRO.6*

Annuity Service CenterP.O. Box 15570Amarillo, TX 79105-5570

CHANGE SERVICE REQUESTED

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