485BPOS

0001193125-26-191179.txt : 20260429 0001193125-26-191179.hdr.sgml : 20260429 20260429152201 ACCESSION NUMBER: 0001193125-26-191179 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20260429 DATE AS OF CHANGE: 20260429 EFFECTIVENESS DATE: 20260501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE SEPARATE ACCOUNT CENTRAL INDEX KEY: 0000729522 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03859 FILM NUMBER: 26914963 BUSINESS ADDRESS: STREET 1: 2727-A ALLEN PARKWAY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 3107726000 MAIL ADDRESS: STREET 1: 2727-A ALLEN PARKWAY CITY: HOUSTON STATE: TX ZIP: 77019 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE SEPARATE ACCOUNT OF ANCHOR NATIONAL LIFE INSUR CO DATE OF NAME CHANGE: 19930408 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PATHWAY II SEPARATE ACCOUNT OF ANCHOR NATIONAL LIFE DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE SEPARATE ACCOUNT CENTRAL INDEX KEY: 0000729522 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-185838 FILM NUMBER: 26914962 BUSINESS ADDRESS: STREET 1: 2727-A ALLEN PARKWAY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 3107726000 MAIL ADDRESS: STREET 1: 2727-A ALLEN PARKWAY CITY: HOUSTON STATE: TX ZIP: 77019 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE SEPARATE ACCOUNT OF ANCHOR NATIONAL LIFE INSUR CO DATE OF NAME CHANGE: 19930408 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PATHWAY II SEPARATE ACCOUNT OF ANCHOR NATIONAL LIFE DATE OF NAME CHANGE: 19920703

0000729522 S000010595 VARIABLE SEPARATE ACCOUNT

C000124748 Polaris Platinum II (G) 333-185838

485BPOS 1 d19996d485bpos.htm 485BPOS 485BPOS

File Nos. 333-185838
811-03859

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

	Pre-Effective Amendment No.	[ ]
	Post-Effective Amendment No. 16	[X]

and/or

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 16

[X]

Variable Separate Account

(Exact Name of Registered Separate Account)

American General Life Insurance Company

(Name of Insurance Company)

2727-A Allen Parkway, Houston, Texas 77019

(Address of Insurance Company’s Principal Executive Offices) (Zip Code)

(800) 871-2000

(Insurance Company’s Telephone Number, including Area Code)

American Home Assurance Company

(Name of Guarantor)

1271 Avenue of the Americas, FL37, New York, NY 10020-1304

(Address of Guarantor’s Principal Executive Offices) (Zip Code)

(212) 770-7000

(Guarantor’s Telephone Number, including Area Code)

Trina Sandoval, Esq.
American General Life Insurance Company
21650 Oxnard Street, Suite 750, Woodland Hills, California 91367

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

☐ immediately upon filing pursuant to paragraph (b)

☒ on May 1, 2026 pursuant to paragraph (b)

☐ 60 days after filing pursuant to paragraph (a)(1)

☐ on (date) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 (“Securities Act”).

If appropriate, check the following box:

☐ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Check each box that appropriately characterizes the Registrant:

☐ New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing)

☐ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))

☐ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Acton (date) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 (“Securities Act”).

☐ Insurance Company relying on Rule 12h-7 under the Exchange Act

☐ Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)

Title of Securities Being Registered: Units of interest in flexible premium deferred variable annuity contracts.

Prospectus

May 1, 2026

Flexible Premium Deferred Variable Annuity Contract

issued by

American General Life Insurance Company

in all states except New York

in connection with

VARIABLE SEPARATE ACCOUNT

This variable annuity has several investment choices - Variable Portfolios (which are subaccounts of the separate account) and available Fixed Account options. Each Variable Portfolio invests exclusively in shares of one of the Underlying Funds listed in Appendix A to this prospectus. Please see APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for additional information about the Variable Portfolios and the Fixed Account options.

This contract is no longer available for purchase by new contract Owners.

Please read this prospectus carefully and keep it for future reference. It contains important information about the variable annuity, including a description of all material features of the contract.

The contract is not a short-term investment and is not appropriate for investors who plan or need to take withdrawals or surrender the contract during the first seven (or the first nine years for contracts with the Polaris Rewards Program) contract years due to application of Withdrawal Charges. Withdrawals could also result in taxes and tax penalties. The contract is a complex investment and involves risks, including potential loss of principal. You should speak with your financial representative about the contract's features, benefits, risks, and fees.
The Company's obligations under the contracts are subject to its financial strength and claims paying ability.

These securities have not been approved or disapproved by the SEC, nor any state securities commission, nor has the SEC passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Additional information about certain investment products, including variable annuities, has been prepared by the SEC’s staff and is available at www.Investor.gov.

Inquiries: If you have questions about your contract, call your financial representative or contact us at Annuity Service Center, P.O. Box 15570, Amarillo, Texas 79105-5570. Telephone Number: (800) 445-7862 and website (www.corebridgefinancial.com/annuities).

Please see ALLOCATION OF PURCHASE PAYMENTS in this prospectus for the address to which you must send Purchase Payments.

TABLE OF CONTENTS

Glossary	3
OVERVIEW OF THE CONTRACT	4
Purpose of the Contract	4
Phases of the Contract	4
Contract Features	4
Important Information You Should Consider About the Contract	6
Fee Table	9
Contract Owner Transaction Expenses	9
Contract Owner Annual Expenses	9
Annual Underlying Fund Expenses	10
Examples	11
Principal Risks Of Investing In The Contract	12
Purchasing A Polaris PlatinumII Variable Annuity	13
Allocation of Purchase Payments	14
Polaris Rewards Program	15
Accumulation Units	17
Free Look	17
Exchange Offers	18
Investment Options	18
Variable Portfolios	18
Trusts	19
Substitution, Addition or Deletion of Variable Portfolios	20
Fixed Accounts	20
Dollar Cost Averaging Program	21
Automatic Asset Rebalancing Program	22
Return Plus Program	22
Transfers During the Accumulation Phase	23
Short-Term Trading Policies	23
Transfers During the Income Phase	25
Voting Rights	25
Access to your Money	25
Penalty-Free Withdrawal Amount	26
Systematic Withdrawal Program	28
Nursing Home Waiver	28
Benefits Available Under the Contract	30
Standard Benefits (No Additional Charge)	30
Optional Benefits No Longer Available For Election	31
Optional Living Benefits	34
MarketLock Income Plus and MarketLock For Life Plus	34
Marketlock For Life	42
MarketLock and MarketLock For Two	48
Polaris Income Rewards	54
Capital Protector	57
Income Protector	58
MARKETLOCK AND MARKETLOCK FOR TWO EXTENSION parameters	59
MARKETLOCK and Marketlock for Two SECOND EXTENSION parameters	60
MARKETLOCK FOR LIFE PLUS +6% and +7% EXTENSION PARAMETERS	60
MARKETLOCK FOR LIFE PLUS +6% AND +7% SECOND EXTENSION PARAMETERS	61
MARKETLOCK INCOME PLUS EXTENSION parameters	62
Marketlock Income Plus, Marketlock for Life Plus and Marketlock for life Second Extension Parameters	64
Marketlock Income Plus, Marketlock for Life Plus and Marketlock for life third Extension Parameters	65
Death Benefits	66
Beneficiary Continuation Programs	67
Death Benefit Defined Terms	68
Maximum Anniversary Value Death Benefit	69
Optional Combination HV & Roll-Up Death Benefit	70
Purchase Payment Accumulation Option	70
Optional EstatePlus Benefit	71
Spousal Continuation	72
Expenses	72
Base Contract Expenses	72
Withdrawal Charges	73
Underlying Fund Expenses	73

Contract Maintenance Fee	74
Transfer Fee	74
Optional Living Benefit Fees	74
Optional Combination HV & Roll-Up Death Benefit Fee	74
Optional EstatePlus Fee	74
Premium Tax	74
Income Taxes	74
Reduction or Elimination of Fees, Expenses and Additional Amounts Credited	74
Payments in connection with distribution of the contract	75
Annuity Income Options	76
The Income Phase	76
Annuity Income Options	77
Fixed or Variable Annuity Income Payments	78
Annuity Income Payments	78
Deferment of Payments	78
Taxes	78
Non-Qualified Contracts	79
Qualified Contracts	81
Tax Withholding and Reporting	86
Civil Unions and Domestic Partnerships	86
Our Taxes	86
Other Information	86
The Distributor	86
The Company	87
The Separate Account	87
The General Account	87
Financial Statements	88
Administration	88
Legal Proceedings	88
Registration Statements	88
Appendix A – Investment Options Available Under The Contract	A-1
Appendix B – Death Benefits Following Spousal Continuation	B-1
Appendix C – State Contract Availability and/or Variability	C-1
Appendix D – The Guarantee for Contracts Issued Prior to December 29, 2006	D-1
Appendix E – MarketLock income plus, MARKETLOCK FOR LIFE PLUS AND MARKETLOCK FOR LIFE extension Parameters	E-1
Appendix F – Death BeneFit Examples	F-1
Appendix G – OPTIONAL LIVING benefits examples	G-1

Glossary

We have capitalized some of the technical terms used in this prospectus. To help you understand these terms, we have defined them in this glossary.

Accumulation Phase - The period during which you invest money in your contract.

Accumulation Units - A measurement we use to calculate the value of the variable portion of your contract during the Accumulation Phase.

Annuitant - The person on whose life we base annuity income payments after you begin the Income Phase.

Annuity Date - The date you select on which annuity income payments begin.

Annuity Units - A measurement we use to calculate the amount of annuity income payments you receive from the variable portion of your contract during the Income Phase.

Beneficiary - The person you designate to receive any benefits under the contract if you or, in the case of a non-natural Owner, 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 Insurance Company (“AGL”), the insurer that issues the contract. The term “we,” “us” and “our” are also used to identify the Company.

Continuation Contribution - An amount by which the death benefit that would have been paid to the spousal Beneficiary upon the death of the original Owner exceeds the contract value as of the Good Order date. We will contribute this amount, if any, to the contract value upon spousal continuation.

Continuing Spouse - Spouse of original contract Owner at the time of death who elects to continue the contract after the death of the original contract Owner.

Feeder Funds - Each of the following Feeder Funds invests exclusively in shares of a corresponding Master Fund: SA American Funds Global Growth, SA American Funds Growth, SA American Funds Growth-Income, and SA American Funds Asset Allocation Variable Portfolios.

Fixed Account - An account, if available, in which you may invest money and earn a fixed rate of return. Fixed Accounts are obligations of the General Account.

Fund-of-Funds - An Underlying Fund that pursues its investment goal by investing its assets in a combination of other Underlying Funds.

General Account - The Company’s account, which includes any amounts you have allocated to available Fixed Accounts, including any interest credited thereon, and amounts owed under your contract for death benefits and/or Living Benefits which are in excess of portions of contract value allocated to the Variable Portfolios.

Good Order - Fully and accurately completed form(s) and/or instructions, including any necessary documentation, applicable to any given transaction or request received by us.

Income Phase - The period upon annuitization during which we make annuity income payments to you.

Insurable Interest - Evidence that the Owner(s), Annuitant(s) or Beneficiary(ies) will suffer a financial loss at the death of the life that triggers the death benefit. Generally, we consider an interest insurable if a familial relationship and/or an economic interest exists. A familial relationship generally includes those persons related by blood or by law. An economic interest exists when the Owner has a lawful and substantial economic interest in having the life, health or bodily safety of the insured life preserved.

Latest Annuity Date - The first NYSE business day of the month following your 95th birthday or tenth contract anniversary, whichever is later.

Market Close - The close of the New York Stock Exchange on business days, excluding holidays, usually at 1:00 p.m. Pacific Time.

Master Funds - Funds of the American Funds Insurance Series in which the Feeder Funds invest.

Non-Qualified (contract) - A contract purchased with after-tax dollars. In general, these contracts are not under any pension plan, specially sponsored program or individual retirement account (“IRA”).

NYSE - New York Stock Exchange.

Owner - The person or entity (if a non-natural Owner) with an interest or title to this contract. The term “you” or “your” are also used to identify the Owner.

Payment Enhancement(s) - The amount(s) allocated to your contract by us under the Polaris Rewards Program. Payment Enhancements are calculated as a percentage of your Purchase Payments and are considered earnings.

Polaris Rewards Program - A program that provides a Payment Enhancement in exchange for a surrender charge that declines over 9 years.

Purchase Payments - The money you give us to buy and invest in the contract.

Purchase Payments Limit - $1,000,000.

Qualified (contract) - A contract purchased with pretax dollars. These contracts are generally purchased under a pension plan, specially sponsored program or IRA.

Separate Account - A segregated asset account maintained by the Company separately from the Company’s General Account. The Separate Account consists of Variable Portfolios or subaccounts, each investing in shares of the Underlying Funds.

Trusts - Collectively refers to the AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Columbia Funds Variable Insurance Trust I, Columbia Funds Variable Series Trust II, Franklin Templeton Variable Insurance Products Trust, Goldman Sachs Variable Insurance Trust, Lord Abbett Series Fund, Inc., Principal Variable Contracts Funds, Inc., Seasons Series Trust and SunAmerica Series Trust.

Underlying Funds - The underlying investment portfolios of the Trusts in which the Variable Portfolios invest.

Variable Portfolio(s) - The variable investment options available under the contract. Each Variable Portfolio, which is a subaccount of the Separate Account, invests in shares of one of the Underlying Funds. Each Underlying Fund has its own investment objective.

OVERVIEW OF THE CONTRACT

Purpose of the Contract

The contract is designed to help you invest on a tax-deferred basis, meet long-term financial goals, and plan for your retirement. You can accumulate assets by investing in the contract’s investment options and then later convert those accumulated assets into a stream of guaranteed income payments from us. The contract includes certain death benefit options that may help financially protect your beneficiaries in the event of your death. Optional Living Benefits may also be available under the contract, which are designed to help you achieve your financial goals and protect against certain financial risks.

This contract may be appropriate for you if you have a long investment time horizon and the contract’s terms and conditions are consistent with your financial goals. It is not intended for people whose liquidity needs require early or frequent withdrawals or for people who intend to frequently trade in the contract’s Variable Portfolios.

Phases of the Contract

Like all deferred annuities, the contract has two phases: (1) the Accumulation Phase (for savings) and (2) the Income Phase (for income).

Accumulation Phase. During the Accumulation Phase, you invest the money under your contract in one or more available investment options to help you build assets on a tax-deferred basis. The available investment options may include:

•

Variable Portfolios. When you invest in a Variable Portfolio, you are indirectly investing in the Variable Portfolio’s Underlying Fund. The Underlying Funds have different investment objectives, strategies, and risks. You can gain or lose money if you invest in a Variable Portfolio.
Additional information about each Underlying Fund is provided in an appendix to this prospectus. Please see APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.

•

Fixed Accounts. When you invest in a Fixed Account option, your principal is guaranteed and earns interest based on a rate set and guaranteed by the Company. Additional information about each Fixed Account is provided in an appendix to this prospectus. Please see APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.

The amount of money you accumulate under your contract depends (in part) on the performance of the investment options you choose. You may transfer money between investment options during the Accumulation Phase, subject to certain restrictions and possible fees. Your accumulated

assets impact the value of your contract’s benefits during the Accumulation Phase, including the death benefit and any optional Living Benefits, as well as the amount available for withdrawal.

Income Phase. When you are ready to receive guaranteed income under the contract, you can switch to the Income Phase, at which time you will start to receive annuity income payments from us. This is also referred to as “annuitizing” your contract. You generally decide when to annuitize your contract, although there are restrictions on the earliest and latest times that your contract may be annuitized. If you do not annuitize or surrender your contract before the latest annuitization date, your contract will be automatically annuitized. Once your contract is annuitized, you will no longer be able to surrender, take withdrawals of contract value and all other features and benefits of your contract, including the death benefit, will terminate.

You can choose from the available annuity income options, which may provide income for life, for an available period of time, or a combination of both. You can also choose to receive payments on a variable or fixed basis, or some combination of both. If the payments are fixed, the dollar amount of each payment will not change. If the payments are variable, the dollar amounts for the payments will fluctuate.

There is no death benefit during the Income Phase. Annuity payments may be payable after death depending on the annuity income option that you selected. You cannot take withdrawals of contract value or surrender the contract during the Income Phase. If you own an optional Living Benefit at the time that you annuitize the contract, you may choose to take annuity income payments in accordance with that Living Benefit. Otherwise, your optional Living Benefit terminates at the beginning of the Income Phase.

Contract Features

Accessing Your Money. You may withdraw money from your contract at any time during the Accumulation Phase. If you make a withdrawal, you may have to pay a withdrawal charge and/or income taxes, including a tax penalty if you are younger than age 59½.

Withdrawals may negatively impact the value of your contract’s benefits, and may cause an optional Living Benefit to terminate.

Tax Treatment. You can transfer money between investment options without tax implications, and earnings (if any) on your investments are generally tax-deferred. Earnings are not taxed until they are distributed, which may occur when making a withdrawal, upon receiving an annuity payment, or upon payment of the death benefit.

Optional Living Benefits. You may have elected one of the optional Living Benefits under the contract for an additional

fee at the time that the contract was purchased. Each Living Benefit is designed to provide limited protection from unfavorable investment performance during the Accumulation Phase, and can also provide a guaranteed income stream that may last as long as you live.

Death Benefits. If you die during the Accumulation Phase, the Company pays a death benefit to your beneficiary or beneficiaries. The contract includes a Maximum Anniversary Value death benefit or Purchase Payment Accumulation death benefit at no additional charge, depending on when the contract was purchased. If you elected an optional death benefit for an additional fee at the time of contract issue, a greater amount may be payable upon death.

Additional Features and Services. Additional features and services under the contract are summarized below. There are no additional charges associated with these features and services unless otherwise noted. Not all features and services may be available under your contract.

•

Dollar Cost Averaging (DCA) Fixed Accounts. If you invest in a DCA Fixed Account, interest is credited to amounts allocated to that DCA Fixed Account and your money is systematically transferred from the DCA Fixed Account to one or more investment options over a specified period of time. Automatic transfers do not count towards the number of free transfers per contract year.

•

Dollar Cost Averaging (DCA) Program. The DCA program allows you to systematically transfer a specified dollar amount or percentage of contract value from an investment option to one or more eligible investment options. Automatic transfers do not count towards the number of free transfers per contract year.

•

Automatic Asset Rebalancing Program. This program allows you to have your investments periodically rebalanced so that the resulting allocations are consistent with your current investment instructions. Automatic rebalances do not count towards the number of free transfers per contract year.

•

Systematic Withdrawal Program. This program allows you to receive periodic withdrawals from your contract on a monthly, quarterly, semi-annual, or annual basis.

•

Automatic Payment Plan. This program allows you to make automatic subsequent Purchase Payments, once you have contributed at least the minimum initial Purchase Payment.

•

The Return Plus Program. This program allows you to allocate your investment strategically between Fixed Accounts and Variable Portfolios for no additional charge and is available if we are offering multi-year Fixed Accounts.

Important Information You Should Consider About the Contract

	FEES AND EXPENSES			Location in Prospectus
Are There Charges or Adjustments for Early Withdrawals?	Yes. •For Contracts without Polaris Rewards. If you withdraw money from your contract within 7 years following each Purchase Payment, you may be assessed a withdrawal charge of up to 7%, as a percentage of each Purchase Payment withdrawn. •For Contracts with Polaris Rewards. If you withdraw money from your contract within 9 years following your purchase of the contract or your last Purchase Payment, you may be assessed a withdrawal charge of up to 9%, as a percentage of each Purchase Payment withdrawn. For example, if you were to withdraw $100,000 during a withdrawal charge period, you could be assessed a withdrawal charge of up to $7,000 if your maximum withdrawal charge is 7% or $9,000 if your maximum withdrawal charge is 9%. This loss will be greater if there are federal and state income taxes or tax-penalties. Withdrawal Charges do not apply to certain withdrawals including the withdrawal up to the annual penalty-free withdrawal amount which equals 10% of your Purchase Payments not yet withdrawn.			Expenses – Withdrawal Charges
Are There Transaction Charges?	Yes, in addition to withdrawal charges, you may be charged for other transactions. You will be charged for each transfer after 15 transfers in any contract year during the Accumulation Phase. There may also be taxes on Purchase Payments.			Expenses
Are There Ongoing Fees and Expenses?	Yes. The table below describes the current fees and expenses of the contract that you may pay each year, depending on the investment options and optional benefits you choose. Please refer to your contract data page for information about the specific fees you will pay each year based on the options you have elected.			Expenses
	Annual Fee	Minimum	Maximum
	Base Contract1	1.54%	1.54%
	Investment Options2 (Underlying Fund fees and expenses)	0.21%	1.76%
	Optional Benefits Available for an Additional Charge (For a single optional benefit, if elected)	0.10%3	1.35%4
	1 As a percentage of the value in the Separate Account (includes a percentage attributable to the contract maintenance fee). 2 As a percentage of Underlying Fund net assets. 3 As a percentage of the Income Benefit Base. 4 As a percentage of the Income Base used to calculate the guaranteed benefit. This represents the maximum charge for the most expensive optional benefit. Because your contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your contract, the following table shows the lowest and highest cost you could pay each year, based on current charges. This estimate assumes that you do not take withdrawals from the contract, which could add withdrawal charges that substantially increase costs.
	Lowest Annual Cost: $1,553	Highest Annual Cost: $3,740
	Assumes: •Investment of $100,000 •5% annual appreciation •Least expensive Underlying Fund fees and expenses •No optional benefits •No withdrawal charges •No additional Purchase Payments, transfers, or withdrawals	Assumes: •Investment of $100,000 •5% annual appreciation •Most expensive combination of optional benefits and Underlying Fund fees and expenses •No withdrawal charges •No additional Purchase Payments, transfers, or withdrawals

	RISKS	Location in Prospectus
Is There a Risk of Loss from Poor Performance?	Yes. You can lose money by investing in this contract, including possible loss of your principal investment.	Principal Risks of Investing in the Contract
Is this a Short-Term Investment?	No. •This contract is not designed for short-term investing and may not be appropriate for an investor who needs ready access to cash. As such, you should not use the contract as a short-term investment or savings vehicle. •Charges may apply to withdrawals. Withdrawal charges could significantly reduce the value of your investment or the amount that you receive upon taking a withdrawal. Withdrawals may also reduce or terminate contract guarantees and may also be subject to state and federal income taxes and tax-penalties. •The benefits of tax deferral, long-term income, and optional Living Benefit guarantees mean that this contract is generally more beneficial to investors with a long investment time horizon.
What are the Risks Associated with the Investment Options?	•An investment in this contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the contract. •Each investment option (including each Fixed Account option) has its own unique risks. •You should review the available investment options before making an investment decision.
What are the Risks Related to the Insurance Company?	An investment in the contract is subject to the risks related to us, American General Life Insurance Company. Any obligations (including under a Fixed Account option), guarantees, and benefits of the contract are subject to our claims-paying ability. An Owner should look solely to our financial strength for our claims-paying ability. More information about the Company, including our financial strength ratings, may be obtained at https://investors.corebridgefinancial.com/financials/Ratings/default.aspx .
	RESTRICTIONS
Are There Limits on the Investment Options?	Yes. Transfer Restrictions. •During the Accumulation Phase, you must transfer at least $100 per transfer between any of the Variable Portfolios and/or any available Fixed Accounts. If less than $100 remains in any Variable Portfolio or Fixed Account after a transfer, that amount must be transferred as well. Funds already in your contract cannot be transferred to the DCA Fixed Account, if available. A transfer request will be priced as of the day it is received before Market Close. If the transfer request is received after Market Close, the request will be priced as of the next NYSE business day. •During the Income Phase, only one transfer per month is permitted between the Variable Portfolios. No other transfers are allowed during the Income Phase. Transfers will be effected for the last NYSE business day of the month in which we receive your request for the transfer. You may not use the DCA Program or the Automatic Asset Rebalancing Program during the Income Phase. •Your transfers between the Variable Portfolios are subject to policies designed to deter frequent and short-term trading. Investment Restrictions. If you elect an optional Living Benefit, not all investment options may be available and you must invest in accordance with the applicable investment requirements. You may be required to invest a certain percentage of your contract value in a certain investment option. We reserve the right to modify the investment requirements in the future. If you do not elect any optional benefit, or if the only optional benefit you elect is a death benefit, your contract is not subject to investment requirements. Availability of Variable Portfolios. We may, subject to any applicable law, make certain changes to the Variable Portfolios offered in your contract. We may offer new Variable Portfolios or stop offering existing Variable Portfolios. New Variable Portfolios may be made available to existing contract Owners, and Variable Portfolios may be closed to new or subsequent Purchase Payments, transfers or allocations. In addition, we may also liquidate the shares of any Variable Portfolio, substitute the shares of one Underlying Fund held by a Variable Portfolio for another and/or merge Variable Portfolios or cooperate in a merger of Underlying Funds. To the extent required by the Investment Company Act of 1940, as amended, we may be required to obtain SEC approval or your approval.	Investment Options

	RESTRICTIONS	Location in Prospectus
Are There Any Restrictions on Contract Benefits?	Yes. •There are restrictions and limitations relating to the benefits offered under the contract (e.g., death benefits, Living Benefits, DCA Fixed Account, DCA Program, Automatic Asset Rebalancing Program, Systematic Withdrawal Program, Automatic Payment Plan). •We reserve the right to modify or terminate the DCA Program, Automatic Asset Rebalancing Program, Systematic Withdrawal Program, and Automatic Payment Plan. •Withdrawals that exceed limits specified by the terms of a benefit may reduce the value of the benefit by an amount greater than the value withdrawn and could terminate the benefit.	Optional Living Benefits Death Benefits
	TAXES
What are the Contract’s Tax Implications?	•You should consult with a tax professional to determine the tax implications of an investment in and payments received under the contract. •If you purchase the contract through a tax-qualified plan or individual retirement account (IRA), there is no additional tax benefit under the contract. •Earnings under your contract are taxed at ordinary income tax rates when withdrawn. You may have to pay a tax penalty if you take a withdrawal before age 59½.	Taxes
	CONFLICTS OF INTEREST
How Are Investment Professionals Compensated?	Your financial representative may receive compensation for selling this contract to you in the form of commissions, additional cash compensation, and/or non-cash compensation. We may share the revenue we earn on this contract with your financial representative’s firm. Revenue sharing arrangements and commissions may provide selling firms and/or their registered representatives with an incentive to favor sales of our contracts over other variable annuity contracts (or other investments) with respect to which a selling firm does not receive the same level of additional compensation. You should ask your financial professional about how they are compensated.	Payments in Connection with Distribution of the Contract
Should I Exchange My Contract?	Some financial representatives may have a financial incentive to offer you a new contract in place of the one you already own. You should exchange a contract you already own only if you determine, after comparing the features, fees, and risks of both contracts, that it is better for you to purchase the new contract rather than continue to own your existing contract.

Fee Table

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making withdrawals from an investment option or from the contract. Please refer to your contract data page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you pay at the time you surrender the contract, make withdrawals from an investment option or from the contract, or make transfers between investment options. State premium taxes may also be deducted.

Contract Owner Transaction Expenses

Maximum Withdrawal Charges

(as a percentage of each Purchase Payment)1

Transfer Fee

(per transfer after the first 15 transfers in any

contract year)

$25

The following tables describe the fees and expenses you will pay each year during the time that you own the contract, not including Underlying Fund fees and expenses. If you chose to purchase an optional benefit, you will pay additional charges, as shown below.

Contract Owner Annual Expenses

(deducted from the average daily ending net asset value allocated to the Variable Portfolios)

Contract Maintenance Fee2	$35 per year
Base Contract Expenses3 (deducted from the average daily ending net asset value allocated to the Variable Portfolios)	1.52%

Optional Death Benefits

(deducted from the average daily ending net asset value allocated to the Variable Portfolios)

EstatePlus Fee4	0.25%
Combination HV & Roll-Up Death Benefit Fee	0.50%

Optional Living Benefits

You may have elected one of the following optional Living Benefits:

MarketLock Income Plus Fee

(calculated as a percentage of the Income Base)5

Number of Covered Persons	Annualized Fee
For One Covered Person	1.10%
For Two Covered Persons	1.35%

MarketLock For Life Plus Fee

(calculated as a percentage of the Income Base)5

Number of Covered Persons	Annualized Fee
For One Covered Person	0.95%
For Two Covered Persons	1.25%

MarketLock For Life Fee

(calculated as a percentage of the Income Base)6

Number of Covered Persons	Annualized Fee
For One Covered Person	0.70%
For Two Covered Persons	0.95%

MarketLock Fee

(calculated as a percentage of the MAV Benefit Base)7

	Annualized Fee
All years in which the feature is in effect	0.65%

MarketLock For Two Fee

(calculated as a percentage of the MAV Benefit Base)7

All years in which the feature is in effect	Annualized Fee
Prior to Any Withdrawal	0.40%
After the First Withdrawal	0.80%

Polaris Income Rewards Fee

(calculated as a percentage of the Withdrawal Benefit Base)8

Contract Year	Annualized Fee
0-7	0.65%
8-10	0.45%
11+	none

Capital Protector Fee

(calculated as a percentage of contract value minus Purchase Payments received after the 90th day since the contract issue date)9

Contract Year	Annualized Fee
0-7	0.50%
8-10	0.25%
11+	none

Income Protector Fee

(calculated as a percentage of your Income Benefit Base)10

	Annualized Fee
All years in which the feature is in effect	0.10%

Annual Underlying Fund Expenses

The following shows the minimum and maximum total operating expenses charged by the Underlying Funds of the Trusts, before any waivers or reimbursements, that you may pay periodically during the time that you own the contract. Expenses shown may change over time and may be higher or lower in the future. These amounts also include applicable fees and expenses if you choose to invest in certain Underlying Funds. A complete list of Underlying Funds available under the contract, including their annual expenses, may be found in Appendix A.

	Minimum	Maximum
Expenses deducted from Underlying Fund assets, including management fees, distribution and/or service (12b-1) fees, if applicable, and other expenses.	0.21%	1.76%

Footnotes to the Fee Table:

1 Withdrawal Charge Schedule (as a percentage of each Purchase Payment withdrawn) declines over 7 or 9 years depending on whether you elected Polaris Rewards, as follows:

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

Your contract provides for a penalty-free withdrawal amount each year. Please see PENALTY-FREE WITHDRAWAL AMOUNT below.

2 The contract maintenance fee is assessed annually and may be waived if contract value is $50,000 or more.

3 If your Beneficiary elects to take the death benefit amount under the Extended Legacy Program, we will deduct an annual Base Contract Expense of 1.15% which is deducted daily from the average daily ending net asset value allocated to the Variable Portfolios. Please see Extended Legacy Program under DEATH BENEFITS below.

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

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

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

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

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

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

10 Income Protector is an optional guaranteed minimum income benefit. The fee is deducted annually from your contract value. For a complete description of

how the fee is calculated, please see OPTIONAL LIVING BENEFITS below.

Examples

These examples are intended to help you compare the cost of investing in the Variable Portfolios with the cost of investing in other annuity contracts that offer variable options. These costs include transaction expenses, annual contract expenses, and annual Underlying Fund expenses.

These examples assume all contract value is allocated to Variable Portfolios. Your costs could differ from those shown below if you invest in the Fixed Account options.

The expense examples below assume that you invest $100,000 in the Variable Portfolios for the time periods indicated; your investment has a 5% return each year; and you incur the maximum or minimum fees and expenses of the Underlying Funds as indicated in the examples.

The Maximum Expense Examples reflect the most expensive possible combination of charges (including additional charges for optional benefits). Although your actual costs may be higher or lower, based on these assumptions, your costs at the end of the stated period would be the amounts set forth in the tables below.

Maximum Expense Examples

(assuming annual contract expenses of 1.77% (including Polaris Rewards and the EstatePlus feature), the optional MarketLock Income Plus feature (1.35%) and investment in an Underlying Fund with total expenses of 1.76%*)

(1)

If you surrender your contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$13,089	$21,952	$29,838	$48,657

(2)

If you annuitize your contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$4,089	$13,952	$23,838	$48,657

(3)

If you do not surrender your contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$4,089	$13,952	$23,838	$48,457

Minimum Expense Examples

(assuming minimum annual contract expenses of 1.52%, no election of optional features and investment in an Underlying Fund with total expenses of 0.21%**)

(1)

If you surrender your contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$8,728	$10,420	$12,357	$20,384

(2)

If you annuitize your contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$1,728	$5,420	$9,357	$20,384

(3)

If you do not surrender your contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$1,728	$5,420	$9,357	$20,384

Additional Expense Examples Information

In addition to the stated assumptions, the Expense Examples also assume that no transfer fees were imposed. Although premium taxes may apply in certain states, they are not reflected in the Expense Examples.

Expense Examples with election of the Polaris Rewards program reflect the Polaris Rewards withdrawal charge schedule, but do not reflect any upfront Payment Enhancement.

If you elected other optional features, your expenses would be lower than those shown in the Maximum Expense Examples. The Maximum Expense Examples assume that the Income Base, which is used to calculate the MarketLock Income Plus fee, equals contract value and that no withdrawals are taken during the stated period.

If you elected optional features, you do not pay fees for optional features once you begin the Income Phase (annuitize your contract); therefore, your expenses will be lower than those shown here. Please see ANNUITY INCOME OPTIONS below.

The Maximum Expense Examples do not reflect election of the Combination HV & Roll-Up death benefit which would result in 2.02% maximum annual contract expenses because this death benefit cannot be elected with any optional Living Benefit.

The 1 year Maximum Expense Example reflects the SunAmerica Series Trust 0.81% fee waiver.

The 1 year Minimum Expense Example reflects the Goldman Sachs Variable Insurance Trust 0.03% fee waiver.

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

Principal Risks Of Investing In The Contract

Market Risk. Variable annuities involve risks, including possible loss of principal. An investment in the Variable Portfolios available under the contract is subject to the risk of negative investment performance. You can lose money by investing in this contract, including loss of principal and/or prior earnings. Your losses could be significant. This contract is not a deposit or obligation of, or guaranteed or endorsed by, any bank. This contract is not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

Short-Term Investment Risk. This contract is not designed for short-term investing and may not be appropriate for an investor who needs ready access to cash. The benefits of tax deferral, long-term income, and Living Benefit protections mean that this contract is more beneficial to investors with a long investment time horizon.

Early Withdrawal Risk. This contract is not designed for short-term investing and may not be appropriate for an investor who needs ready access to cash. You should carefully consider the risks associated with withdrawals under the contract. Withdrawals may be subject to significant withdrawal charges. If you make a withdrawal prior to age 59½, there may be adverse tax consequences, including a 10% IRS penalty tax. A withdrawal may reduce the value of your standard and optional benefits. For instance, a withdrawal will reduce the value of the death benefit. In addition, a withdrawal could reduce the value of an optional Living Benefit by an amount greater than the amount withdrawn and could result in termination of the benefit. A total withdrawal (surrender) will result in the termination of your contract. We may defer payment of withdrawals from a Fixed Account option for up to six months when permitted by law. If you make a withdrawal within the first 9 years, you may be assessed a Withdrawal Charge of up to 9% as a percentage of the payment amount withdrawn.

Variable Portfolio Risk. Amounts that you invest in the Variable Portfolios are subject to the risk of poor investment performance. You assume the investment risk. You can gain or lose money if you invest in these Variable Portfolios. Each Variable Portfolio’s performance depends on the performance of its Underlying Fund. Each Underlying Fund has its own investment risks, and you are exposed to the Underlying Fund’s investment risks when you invest in a Variable Portfolio. You are responsible for allocating Purchase Payments to the Variable Portfolios that are appropriate for you based on your own individual circumstances, investment goals, financial situation, and risk tolerance. You bear the risk of any decline in contract value resulting from the performance of the Variable Portfolio you have selected. In making your investment selections, you should investigate all information available to you including the Underlying Fund’s prospectus, statement of additional information and annual and semi-annual reports. We do not

provide investment advice, nor do we recommend or endorse any particular Underlying Fund.

Selection Risk. The optional benefits under the contract were designed for different financial goals and to protect against different financial risks. There is a risk that you may not choose, or may not have chosen, the benefit or benefits (if any) that are best suited for you based on your present or future needs and circumstances, and the benefits that are more suited for you (if any) may no longer be available. In addition, if you elected an optional benefit and do not use it, or if the contingencies upon which the benefit depend never occur, you will have paid for a benefit that you may not use or benefit from.

Investment Requirements Risk. If you elect an optional Living Benefit, you will be subject to investment requirements that limit the investment options that are available to you and limit your ability to take certain actions under the contract. These investment requirements are designed to reduce our risk that we will have to make payments to you from our own assets. In turn, they may also limit the potential growth of your contract value and the potential growth of your guaranteed benefits.

Availability of Variable Portfolios Risk. We may, subject to any applicable law, make certain changes to the Variable Portfolios offered in your contract. We may offer new Variable Portfolios or stop offering existing Variable Portfolios.

Variable Portfolios may be closed to new or subsequent Purchase Payments, transfers, or allocations. In addition, we may also liquidate shares of one Underlying Fund held by a Variable Portfolio for another and/or merge Variable Portfolios or cooperate in a merger of Underlying Funds. New Variable Portfolios may have different performance characteristics. There is no guarantee that a particular Variable Portfolio will always be available as an investment option under the contract.

Managed Volatility Fund Risk. Certain Underlying Funds, including some Underlying Funds that are available under certain optional Living Benefits’ investment requirements, utilize managed volatility strategies. These risk management techniques help us manage our financial risks associated with the contract’s guarantees, like living and death benefits, because they reduce the incidence of extreme outcomes including the probability of large gains or losses. However, these strategies can also limit your participation in rising equity markets, which may limit the potential growth of your contract value and the potential growth of your guaranteed benefits.

Purchase Payment Risk. Your ability to make subsequent Purchase Payments is subject to certain restrictions. We reserve the right to refuse any Purchase Payment(s), limit the amount of subsequent Purchase Payment(s) with advance notice based on age as shown below and election of optional benefit(s), and may require our prior approval before accepting Purchase Payments greater than the

Purchase Payments Limit as defined in the Glossary. There is no guarantee that you will always be permitted to make Purchase Payments.

Minimum Contract Value Risk. Where permitted by state law, we may terminate your contract if your contract value is less than $2,500 as a result of withdrawals and/or fees and charges. We will provide you with 60 days written notice that your contract is being terminated. At the end of the notice period, we will distribute the contract’s remaining value to you.

Financial Strength and Claims-Paying Ability Risk. All guarantees under the contract that are paid from our general account (including under any Fixed Account option) are subject to our financial strength and claims-paying ability.

Business Disruption. Our business is vulnerable to disruptions from natural and man-made disasters and catastrophes, such as, but not limited to, hurricanes, windstorms, flooding, earthquakes, wildfires, solar storms, war or other military action, acts of terrorism, explosions and fires, pandemics (such as COVID-19) and other highly contagious diseases, mass torts, failure of telecommunications or other critical infrastructure and other catastrophes. A natural or man-made disaster or catastrophe may negatively affect the computer and other systems on which we rely, including service outages or other unavailability, may interfere with our ability to receive, pickup and process mail, to calculate Accumulation Unit Values (“AUVs”), process other contract-related transactions, or to otherwise provide our services, or may have other possible negative impacts. While we have developed and put in place what we believe to be appropriate business continuity and disaster recovery plans and procedures to mitigate operational risks and potential losses related to business disruptions resulting from natural and man-made disasters and catastrophes, there can be no assurance that we, our agents, the Underlying Funds or our service providers will be able to successfully avoid negative impacts resulting from such disasters and catastrophes.

Cybersecurity Risk. We rely heavily on interconnected computer systems and digital data to conduct our variable product business activities. Because our variable product business is highly dependent upon the effective operation of our computer systems and those of our business partners and service providers, our business is vulnerable to physical disruptions and utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), cyber-attacks, and user errors or other disruptions that may compromise the confidentiality, integrity, or availability of such systems and data. These risks include, among other things, the theft, misuse, corruption, disclosure and destruction of sensitive business data, including personal information, maintained on our or our business partners’ or service providers’ systems, interference with our websites (such as via denial of service

attacks), other operational disruptions, and unauthorized release of confidential customer information. Such systems failures, cyber-attacks, or other disruptions affecting us, any third-party administrator, the Underlying Funds, intermediaries and other affiliated or third-party service providers, as well as our distribution partners, may adversely affect us and your contract value. For instance, systems failures and cyber-attacks may interfere with our processing of contract transactions, including the processing of orders from our website, our distribution partners, or with the Underlying Funds, impact our ability to calculate AUVs, cause the release and possible destruction of confidential customer or business information, including personal information, impede order processing, or subject us and/or our service providers, distribution partners and other intermediaries to regulatory fines and enforcement action, litigation risks and financial losses and/or cause reputational damage. Cybersecurity risks may also impact the issuers of securities in which the Underlying Funds invest, which may cause the affected Underlying Funds to lose value. There may be an increased risk of cyber-attacks during periods of geo-political or military conflict. Further, the widespread development, implementation, and use of AI, machine learning, data analytics and similar tools that collect, aggregate and analyze data or inputs (collectively, “AI Tools”) may increase our exposure to, or exacerbate the risks of, cyber-attacks or other security incidents, particularly where such technologies are exploited by third parties to attempt to breach our or our business partners’ and service providers’ systems. Despite our implementation of policies and procedures, which we believe to be reasonable, that address physical, administrative and technical safeguards and controls and other preventative actions to protect our systems and sensitive business and customer information, including personal information, and reduce the risk of cyber-incidents, there can be no assurance that we or our distribution partners, the Underlying Funds or our business partners and service providers will avoid cyber-attacks or information security breaches in the future that may affect your contract and/or personal information.

Purchasing A Polaris PlatinumII
Variable Annuity

When you purchase a variable annuity, a contract exists between you and the Company. You are the Owner of the contract.

Maximum Issue Age

We will not issue a contract to anyone age 86 or older on the contract issue date.

Note: In general, we will not issue a Qualified contract to anyone who is age 72 or older, unless it is shown that the minimum distribution required by the IRS is being made. Please see TAXES.

Joint Ownership

A Non-Qualified contract may be jointly owned by a spouse or non-spouse. Joint owners possess an equal and undivided interest in the contract. The age of the older Owner is used to determine the availability of most age driven benefits.

The addition of a joint Owner after the contract has been issued is contingent upon prior review and approval by the Company.

We will not issue a Qualified contract with joint owners, in accordance with tax law.

Spouse

Your spouse (as determined for federal tax law purposes) may jointly own the contract. In certain states, domestic or civil union partners (“Domestic Partners”) qualify for treatment as, or are equal to, spouses under state law.

Non-Spouse

Domestic Partners should consult with their tax adviser and/or financial representative as, they may not be able to fully benefit from certain benefits and features of the contract such as the optional Living Benefit, if applicable, and Spousal Continuation of the death benefit.

Please see APPENDIX C — STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for a list of states that require that benefits and features be made to domestic or civil union partners.

Non-Natural Ownership

A trust, corporation or other non-natural entity may only own this contract if such entity has sufficiently demonstrated an Insurable Interest in the Annuitant selected.

At its sole discretion, the Company reserves the right to decline to issue this contract to certain entities. We apply various considerations including but not limited to:

•

Estate planning,

•

Tax consequences, and

•

The propriety of this contract as an investment consistent with a non-natural Owner’s organizational documentation.

For more information on non-natural ownership, please see TAXES. You should consult with your tax and/or legal advisor in connection with non-natural ownership of this contract.

Assignment of the Contract/Change of Ownership

You may assign this contract before beginning the Income Phase. We will not be bound by any assignment until we receive and process your written request at our Annuity Service Center and you have received confirmation.

•

Your rights and those of any other person with rights under this contract will be subject to the assignment.

•

We are not responsible for the validity, tax or other legal consequences of any assignment.

•

An assignment will not affect any payments we may make or actions we may take before we receive notice of the assignment.

We reserve the right not to recognize any assignment, as determined in our sole discretion, if it changes the risk profile of the contract owner, if no Insurable Interest exists, or if not permitted by the Internal Revenue Code.

Please see TAXES for details on the tax consequences of an assignment. You should consult a qualified tax adviser before assigning the contract.

Termination of the Contract for Misstatement and/or Fraud

The Company reserves the right to terminate the contract at any time if it discovers a misstatement or fraudulent representation of any information provided in connection with the issuance or ongoing administration of the contract.

If we learn of a misstatement of age, we reserve the right to fully pursue our remedies including revocation of any age-driven benefits and/or termination of the contract. Please see APPENDIX C — STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for specific information.

Allocation of Purchase Payments

In order to issue your contract, we must receive your initial Purchase Payment and all required paperwork in Good Order, including Purchase Payment allocation instructions.

An initial Purchase Payment is the money you give us to purchase a contract. Any additional money you give us to invest in the contract after purchase is a subsequent Purchase Payment.

Minimum Initial and Subsequent Purchase Payments

	Minimum Initial Purchase Payment (1)	Minimum Subsequent Purchase Payment	Minimum Automatic Subsequent Purchase Payment
Qualified(2)	$2,000	$250	$100
Non-Qualified(2)	$5,000	$500	$100

(1)

If you purchased your contract through certain broker-dealers, the minimum initial Purchase Payment may be higher than the amounts shown in this table.

(2)

These amounts depend upon whether a contract is Qualified or Non-Qualified for tax purposes. For further explanation, please see TAXES.

Purchase Payment Restrictions

We reserve the right to refuse any Purchase Payment. We will not accept subsequent Purchase Payments from contract Owners age 86 or older.

We will not accept subsequent Purchase Payments on or after the 5th contract anniversary if you have elected an optional Living Benefit feature. If you send a subsequent Purchase Payment after the 5th contract anniversary, the Purchase Payment will not be considered to be received by us and we will return the Purchase Payment. As a result, the Income Base of the Living Benefit may not be increased by adding Purchase Payments. We reserve the right to require Company approval prior to accepting Purchase Payments greater than the Purchase Payments Limit as defined in the Glossary.

•

For contracts owned by a non-natural Owner, we reserve the right to require prior Company approval to accept any Purchase Payment.

•

Purchase Payments that would cause total Purchase Payments in all contracts issued by AGL, The United States Life Insurance Company ("US Life") and/or The Variable Annuity Life Insurance Company ("VALIC") to the same Owner and/or Annuitant to exceed the Purchase Payments Limit may also be subject to Company pre-approval.

Submission of Purchase Payments

Purchase Payments will be priced when received at the Annuity Service Center. Delivery of Purchase Payments to any other address may result in a delay in crediting your contract until the Purchase Payment is received at the Annuity Service Center.

Regular Mail:

Purchase Payments sent by regular mail must be sent to the Premium Processing Center at the following address:

American General Life Insurance Company

Premium Processing Center

P.O. Box 100330

Pasadena, CA 91189-0330

Express Delivery:

Purchase Payments sent by overnight or express delivery must be sent to the Premium Processing Center at the following address:

American General Life Insurance Company

JPM Chase-AGL 100330

Premium Processing Center

2710 Media Center Drive

Building #6, Suite 120

Los Angeles, CA 90065-1750

Receipt of Purchase Payments:

Purchase Payments will be picked up at the mailing addresses noted above and forwarded to our Annuity Service Center. Purchase Payments, however, are not considered received by us until received at our Annuity Service Center in Good Order.

We allocate your Purchase Payment to your contract as of the date such Purchase Payment is priced. Initial Purchase Payments received at the Annuity Service Center in Good Order before Market Close will be priced within two NYSE business days after it is received. Initial Purchase Payments received at the Annuity Service Center in Good Order after Market Close will be priced within two NYSE business days after the next NYSE business day.

If we do not have complete information necessary to issue your contract, we will contact you. If we do not receive the necessary information within five NYSE business days, we will obtain your permission to keep your money until we get the information necessary to issue the contract, or we will send your money back to whomever we received the funds.

Any subsequent Purchase Payment will be priced as of the day it is received by the Annuity Service Center in Good Order before Market Close. If the subsequent Purchase Payment is received at the Annuity Service Center in Good Order after Market Close, it will be priced as of the next NYSE business day.

We invest your subsequent Purchase Payments in the Variable Portfolios and available Fixed Accounts according to any allocation instructions that accompany the subsequent Purchase Payment. If we receive a Purchase Payment without allocation instructions, we will invest the Purchase Payment according to your allocation instructions on file.

Electronic Transmission:

We will accept initial and subsequent Purchase Payments by electronic transmission from certain broker-dealer firms.

Agent of Company:

We may have an agreement in place whereby your broker-dealer may be deemed our agent for receipt of your Purchase Payments. If a broker-dealer is deemed to be our agent, Purchase Payments will be priced as of the time they are received by the broker-dealer.

You assume any risk in market fluctuations if you submit your Purchase Payment directly to a broker-dealer that does not have such an agreement, should there be a delay in that broker-dealer delivering your Purchase Payment to us. Please check with your financial representative to determine if his/her broker-dealer has an agreement with the Company that deems the broker-dealer an agent of the Company.

Automatic Payment Plan:

Once you have contributed at least the minimum initial Purchase Payment, you can establish an Automatic Payment Plan that allows you to make subsequent Purchase Payments , if you have not elected a Living Benefit feature.

Polaris Rewards Program

If you were age 80 or younger at the time your contract was issued you may have elected to participate in this program at contract issue. We contribute an upfront Payment Enhancement and, if available, a deferred Payment Enhancement to your contract in conjunction with each Purchase Payment you invest during the life of your contract. If you elected to participate in this program, all Purchase Payments are subject to a nine year withdrawal charge schedule. Please see EXPENSES below. These withdrawal charges may offset the value of any Payment Enhancement, if you make an early withdrawal. Amounts we contribute to your contract under this program are considered earnings and are allocated to your contract as described below. There may be scenarios in which due to negative market conditions and your inability to remain invested over the long-term, a contract with the Polaris Rewards program may not perform as well as the contract without the program.

Purchase Payments may not be invested in dollar cost averaging Fixed Accounts if you participate in the Polaris Rewards program. However, you may use other Fixed

Account options, if available, for dollar cost averaging. Please see DOLLAR COST AVERAGING PROGRAM below.

Polaris Rewards Enhancement Levels

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

Upfront Payment Enhancement

An upfront Payment Enhancement is an amount we add to your contract on the day we receive a Purchase Payment. We calculate an upfront Payment Enhancement amount as a percentage of each Purchase Payment. We refer to this percentage amount as the upfront Payment Enhancement Rate. We periodically review and establish the upfront Payment Enhancement Rate, which may increase or decrease at any time, but will never be less than 2%. The applicable upfront Payment Enhancement Rate is the rate in effect for the applicable enhancement level at the time we receive each Purchase Payment under your contract. The upfront Payment Enhancement amounts are allocated among Variable Portfolios and available Fixed Accounts according to the current allocation instructions on file when we receive each Purchase Payment.

Deferred Payment Enhancement

A deferred Payment Enhancement is an amount we may add to your contract on a stated future date (the “deferred Payment Enhancement date”). We calculate a deferred Payment Enhancement amount, if applicable, as a percentage of each Purchase Payments received at the time we receive the Purchase Payment. We refer to this percentage amount as the deferred Payment Enhancement Rate. We periodically review and establish the deferred Payment Enhancement Rates and deferred Payment Enhancement dates. The deferred Payment Enhancement Rate being offered may increase, decrease or be eliminated by us at any time. The deferred Payment Enhancement date, if applicable, may change at any time. The applicable deferred Payment Enhancement date and deferred Payment Enhancement Rate are those which may be in effect for the applicable enhancement level at the time when we receive each Purchase Payment. Any applicable deferred Payment Enhancement, when credited, is allocated to a money market or similar portfolio.

If you withdraw any portion of a Purchase Payment, to which a deferred Payment Enhancement applies, prior to the deferred Payment Enhancement date, we reduce the amount of the corresponding deferred Payment Enhancement in the same proportion that your withdrawal (and any fees and charges associated with such withdrawals) reduces that Purchase Payment. For purposes of determining the deferred

Payment Enhancement, withdrawals are assumed to be taken from earnings first, then from Purchase Payments, on a first-in-first-out basis.

We will not allocate any applicable deferred Payment Enhancement, if any, to your contract if the following circumstances occur prior to the deferred Payment Enhancement date:

•

You surrender your contract;

•

A death benefit is paid on your contract;

•

You switch to the Income Phase of your contract; or

•

You fully withdraw the corresponding Purchase Payment.

90 Day Window

As of the 90th day after your contract was issued, we will total your Purchase Payments made over those 90 days, without considering any investment gain or loss in contract value on those Purchase Payments. If your total Purchase Payments bring you to an enhancement level which, as of the date we issued your contract, would have provided for a higher upfront and/or deferred Payment Enhancement rate on each Purchase Payment, you will get the benefit of the enhancement rate(s) that were applicable to that higher enhancement level at the time your contract was issued (“Look Back Adjustment”). We will add any applicable upfront Look Back Adjustment to your contract on the 90th day following the date of contract issue. We will send you a confirmation indicating any applicable upfront and/or deferred Look Back Adjustment, on or about the 90th day following the date of contract issuance. We will allocate any applicable upfront Look Back Adjustment according to your then current allocation instructions on file for subsequent Purchase Payments at the time we make the contribution and if applicable, to a money market or similar portfolio, for a deferred Look Back Adjustment.

Current Enhancement Levels

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

Enhancement Level	Upfront Payment Enhancement Rate	Deferred Payment Enhancement Rate	Deferred Payment Enhancement Date
Under $40,000	2%	0%	N/A
$40,000 – $99,999	4%	0%	N/A
$100,000 – $499,999	4%	1%	Nine years from the date we receive each Purchase Payment.
$500,000 – more	5%	1%	Nine years from the date we receive each Purchase Payment.

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

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

Accumulation Units

We credit your contract with Accumulation Units when you allocate a Purchase Payment to the Variable Portfolios. We determine the value of each Accumulation Unit at the close of every NYSE business day. The value of an Accumulation Unit goes up and down based on the performance of the Variable Portfolios and the fees and expenses under your contract.

The number of Accumulation Units you are credited is calculated the day we process your Purchase Payment. Please see ALLOCATION OF PURCHASE PAYMENTS.

The Accumulation Unit value is determined by multiplying the Accumulation Unit value for the preceding NYSE business day by a factor for the current NYSE business day.

The factor is determined by:

dividing the net asset value per share of the Underlying Fund at the end of the current NYSE business day, plus any dividend or capital gains per share declared on behalf of the Underlying Fund as of that day, by the net asset value per share of the Underlying Fund for the previous NYSE business day; and

multiplying it by one minus all applicable daily asset based charges.

We determine the number of Accumulation Units credited to your contract by adding the Purchase Payment and Payment Enhancement, if applicable, and dividing that amount, by the Accumulation Unit value for the specific Variable Portfolio.

Example (Contracts Without Polaris Rewards):

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

Example (Contracts With Polaris Rewards):

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

Performance of the Variable Portfolios and the insurance charges under your contract affect Accumulation Unit values. These factors cause the value of your contract to go up and down.

Free Look

You may cancel your contract within ten days after receiving it. Your state may require a longer free look period. We call this a “free look.” Please check your contract or with your financial representative. To cancel, you must mail the contract along with your written free look request to our Annuity Service Center at P.O. Box 15570, Amarillo, Texas 79105-5570.

If you decide to cancel your contract during the free look period, generally we will refund to you the value of your contract on the day we receive your request in Good Order at the Annuity Service Center minus the Free Look Payment Enhancement Deduction, if applicable. If you elect the Polaris Rewards feature, the Free Look Payment Enhancement Deduction is equal to the lesser of (1) the value of any Payment Enhancement(s) on the day we receive your free look request; or (2) the Payment Enhancement amount(s), if any, which we allocated to your contract. Thus, you receive any gain and we bear any loss

on any Payment Enhancement(s) if you decide to cancel your contract during the free look period. Certain states require us to return your Purchase Payments upon a free look request. Additionally, all contracts issued as an IRA require the full return of Purchase Payments upon a free look.

If your contract was issued either in a state requiring return of Purchase Payments or as an IRA, and you cancel your contract during the free look period, we return the greater of (1) your Purchase Payments; or (2) the value of your contract on the day we receive your request in Good Order at the Annuity Service Center. With respect to these contracts, we reserve the right to put your money and the Payment Enhancement, if you elected the Polaris Rewards feature, in a money market or similar portfolio during the free look period and will allocate your money and the Payment Enhancement according to your instructions at the end of the applicable free look period.

Exchange Offers

From time to time, we allow you to exchange an older variable annuity issued by the Company or one of its affiliates, for a newer product with different features and benefits issued by the Company or one of its affiliates. Such an exchange offer will be made in accordance with applicable federal securities laws and state insurance rules and regulations. We will provide the specific terms and conditions of any such exchange offer at the time the offer is made.

Investment Options

You may allocate purchase payments using one or a combination of the investment options and Fixed Accounts, as may be available under your contract:

•

Variable Portfolios

•

Fixed Accounts

•

Dollar Cost Averaging Fixed Account

If you elect an optional Living Benefit, not all investment options may be available and you must allocate your Purchase Payments in accordance with the applicable investment requirements. Please see Investment Requirements For Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for the specific investment requirements applicable to your Living Benefit.

Variable Portfolios

The Variable Portfolios available under the contract invest in the Underlying Funds of the Trusts. Contract value allocated to a Variable Portfolio will vary based on the investment experience of the corresponding Underlying Fund in which the Variable Portfolio invests. There is a risk of loss of the entire amount invested.

Information regarding each Underlying Fund, including (i) its name, (ii) its type, (iii) its investment advisor and any sub-investment advisor, (iv) current expenses, and (v) performance is available in an appendix to this prospectus. See APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.

Each Underlying Fund has issued a prospectus that contains more detailed information about the Underlying Fund. Read these prospectuses carefully before investing. Paper or electronic copies of the Underlying Fund prospectuses may be obtained by calling (855) 421-2692 or visiting our website at www.corebridgefinancial.com/ProductProspectuses.

You may also obtain information about the Underlying Funds by accessing the U.S. Securities and Exchange Commission’s website at www.sec.gov.

All Variable Portfolios may not be available through the broker-dealer with which your financial representative is affiliated. Such portfolios are identified in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT. Please check with your financial representative for availability.

From time to time, certain Variable Portfolio names are changed. When we are notified of a name change, we will make changes so that the new name is properly shown. However, until we complete the changes, we may provide you with various forms, reports and confirmations that reflect a Variable Portfolio’s prior name.

Certain Underlying Funds offered under this contract have similar investment objectives to other Underlying Funds managed by the same advisor or subadvisor. The investment results of the Underlying Funds, however, may be higher or lower than such other Underlying Funds. We do not guarantee or make any representation that the investment results of any of the Underlying Funds will be comparable to the investment results of any other Underlying Fund managed by the same advisor or subadvisor.

You can gain or lose money if you invest in these Variable

Portfolios. You are responsible for allocating Purchase

Payments to the Variable Portfolios as appropriate for your

own individual circumstances, investment goals, financial

situation and risk tolerance. You should periodically review

your allocations and values to ensure they continue to suit

your needs. You bear the risk of any decline in contract

value resulting from the performance of the Variable

Portfolio you have selected. In making your investment

selections, you should investigate all information available

to you including the Underlying Fund’s prospectus,

statement of additional information and annual and

semi-annual reports.

We do not provide investment advice, nor do we

recommend or endorse any particular Underlying Fund.

Please consult your financial representative regarding which of these Variable Portfolios are appropriate for your risk tolerance.

You should read the prospectuses for the Trusts carefully for detailed information about the Underlying Funds, including each Underlying Fund’s investment objective and risk factors.

Selection of Underlying Funds

The Underlying Funds offered through this contract are selected by us and we may consider various factors in the selection process, including but not limited to: asset class coverage, the strength of the investment advisor’s or subadvisor’s reputation and tenure, brand recognition, the alignment of the investment objectives of an Underlying Fund with our hedging strategy, performance and the capability and qualification of each investment firm.

Another factor we may consider is whether the Underlying Fund or its service providers (i.e. the investment advisor and/or subadvisor(s)) or their affiliates will make payments to us or our affiliates in connection with certain administrative, marketing and support services, or whether the Underlying Fund’s service providers have affiliates that can provide marketing and distribution support for sales of the contract. Please see PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT below.

We review the Underlying Funds periodically and may make changes if we determine that an Underlying Fund no longer satisfies one or more of the selection criteria and/or if the Underlying Fund has not attracted significant allocations from contract Owners.

Fund-of-Funds

Certain Underlying Funds invest substantially all their assets in other Underlying Funds. These arrangements are referred to as Fund-of-Funds or Master-Feeder Funds, as described below. Expenses for a Fund-of-Funds may be higher than that for other funds because a Fund-of-Funds bears its own expenses and indirectly bears its proportionate share of expenses of the Underlying Funds. As a result, you will pay higher fees and expenses under the Fund-of-Funds structure than if you invested directly in each of the Underlying Funds held in the Fund-of-Funds structure. This will reduce your investment return.

Master-Feeder Funds

Under the Master-Feeder Funds structure, the Feeder Funds do not buy individual securities directly. Rather, each Feeder Fund invests all of its investment assets in a corresponding Master Fund, which invests directly in individual securities.

Under the Master-Feeder structure, you will pay higher fees and expenses than if you invested in an Underlying Fund that invests directly in the same individual securities as the Master Fund. We offer other variable annuity contracts which include Variable Portfolios that invest directly in the

Master Funds without investing through a Feeder Fund and they currently assess lower fees and expenses than the Master-Feeder Funds.

Each Feeder Fund may withdraw all its assets from a Master Fund if the Board of Directors (“Board”) of the Feeder Fund determines that it is in the best interest of the Feeder Fund and its shareholders to do so.

Volatility Control Funds

Certain Underlying Funds may employ risk management strategies that are intended to control the Underlying Funds’ overall volatility and to reduce the downside exposure of the Underlying Funds during significant market downturns. Conversely, these Variable Portfolios could limit the upside participation of these Underlying Funds in rising equity markets relative to other Underlying Funds.

These risk management techniques help us to manage our financial risks associated with guarantees, like the living and death benefits because this managed volatility strategy reduces the incidence of extreme outcomes including the probability of large gains or losses.

Trusts

We offer Underlying Funds of unaffiliated Trusts. The Trusts serve as the underlying investment vehicles for other variable annuity contracts issued by the Company as well as by other insurance companies.

Neither the Company nor the Trusts believe that offering shares of the Trusts in this manner disadvantages you. The Trusts are monitored for potential conflicts. The Trusts may have other Underlying Funds, in addition to those listed here, that are not available for investment under this contract.

We offer Underlying Funds of the following Trusts:

•

American Funds Insurance Series® – Class 2 Shares (for contracts issued prior to May 1, 2007)

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AIM Variable Insurance Funds (Invesco Variable Insurance Funds) – Series II Shares

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Columbia Funds Variable Insurance Trust I – Class 1 and 2 Shares

•

Columbia Funds Variable Insurance Trust II – Class 1 Shares

•

Franklin Templeton Variable Insurance Products Trust – Class 2 Shares

•

Goldman Sachs Variable Insurance Trust — Class Institutional Shares (for contracts purchased through Banc of America Investment Services, Inc.)

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Goldman Sachs Variable Insurance Trust — Class Service Shares

•

Lord Abbett Series Fund, Inc. – Class VC Shares

•

Principal Variable Contracts Funds, Inc. — Class 2 Shares

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Seasons Series Trust — Class 3 Shares

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SunAmerica Series Trust – Class 3 Shares

Substitution, Addition or Deletion of Variable Portfolios

We may, subject to any applicable law, make certain changes to the Variable Portfolios offered in your contract. We may offer new Variable Portfolios or stop offering existing Variable Portfolios. New Variable Portfolios may be made available to existing contract Owners, and Variable Portfolios may be closed to new or subsequent Purchase Payments, transfers or allocations. In addition, we may also liquidate the shares of any Variable Portfolio, substitute the shares of one Underlying Fund held by a Variable Portfolio for another and/or merge Variable Portfolios or cooperate in a merger of Underlying Funds. To the extent required by the Investment Company Act of 1940, as amended, we may be required to obtain SEC approval or your approval.

Fixed Accounts

Fixed Accounts credit a fixed rate of interest that compounds daily for a specific period of time to an annual interest rate that we declare for that for that period of time. More information regarding the features of the Fixed Accounts including (i) its name, (ii) its term, and (iii) its minimum guaranteed interest rates, is available in an appendix to this prospectus. See APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.

Your contract may offer a Fixed Account for a guaranteed period. Your Fixed Account interest crediting rates are guaranteed for amounts allocated to each Fixed Account for up to 1 year. Thereafter, for Fixed Accounts other than Dollar Cost Averaging Fixed Account options (as described below), we will declare annual Fixed Account crediting rates each contract year, and this rate will never be lower than 1%. Factors that influence the declared Fixed Account renewal rate include, but are not limited to, the level of US treasury rates, credit spreads on corporate bonds and other fixed income instruments, company asset-liability matching strategies, the length of the contract withdrawal charge period and the number of years since your annuity contract was issued. You may obtain current interest rates by calling the Annuity Service Center or by speaking with your financial representative.

Please check with your financial representative regarding the availability of a Fixed Account. Allocations to the Fixed Account are obligations of the General Account. In reliance on certain exemptions and exclusions, interests in the General Account are not registered as securities under the Securities Act of 1933 and not registered as an investment company under the Investment Company Act of 1940. However, the disclosures in the prospectus about the Fixed Accounts are subject to certain provisions of the federal securities laws regarding the accuracy and completeness of disclosures. Please see GENERAL ACCOUNT below.

Minimum Guaranteed Interest Rate

We guarantee that the interest rate credited to amounts allocated to any Fixed Account guarantee periods will never be less than the guaranteed minimum interest rate specified in your contract. Once the rate is established, it will not change for the duration of the guarantee period. The minimum guaranteed interest rate can vary but is never lower than 1%. We determine which, if any, guarantee periods will be offered at any time in our sole discretion, unless state law requires us to do otherwise.

Interest Rate Categories

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

•

Initial Rate: The rate credited to any portion of the initial Purchase Payment allocated to a Fixed Account.

•

Current Rate: The rate credited to any portion of a subsequent Purchase Payment allocated to a Fixed Account.

•

Renewal Rate: The rate credited to money transferred from a Fixed Account or a Variable Portfolio into a Fixed Account and to money remaining in a Fixed Account after expiration of a guarantee period.

Fixed Account Restrictions

At any time we are crediting the minimum guaranteed interest rate specified in your contract, we reserve the right to restrict your ability to invest into the Fixed Accounts. All Fixed Accounts may not be available in your state. Please check with your financial representative regarding the availability of Fixed Accounts.

Dollar Cost Averaging Fixed Accounts

Purchase Payments

You may invest initial and/or subsequent Purchase Payments in the dollar cost averaging (“DCA”) Fixed Accounts, if available. The minimum Purchase Payment amounts are as follows:

DCA Fixed Account	Minimum Purchase Payment
6-Month	$600
12-Month	$1,200
2-Year	$2,400

•

The DCA Fixed Accounts only accept initial and subsequent Purchase Payments because they are offered as “source” accounts exclusively to facilitate the DCA Program for a specified time period.

•

You may not make a transfer from a Variable Portfolio or available Fixed Account into a DCA Fixed Account. Please see DOLLAR COST AVERAGING PROGRAM below for more information.

•

Unless otherwise directed by you, any Purchase Payment less than the above minimum amounts will automatically be allocated to available investment options according to your current allocation instructions on file.

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

DCA Interest Rate Crediting

DCA Fixed Accounts credit a fixed rate of interest and can only be elected to facilitate a DCA Program. Interest is credited to amounts allocated to the DCA Fixed Accounts while your money is transferred to available investment options over certain specified time frames. The interest rates applicable to the DCA Fixed Accounts may differ from those applicable to any other Fixed Account but will never be less than the minimum guaranteed interest rate specified in your contract. The minimum guaranteed interest rate can vary but is never lower than 1%. However, when using a DCA Fixed Account, the annual interest rate is paid on a declining balance as you systematically transfer your money to available investment options. Therefore, the actual effective yield will be less than the stated annual crediting rate. We reserve the right to change the availability of DCA Fixed Accounts offered, unless state law requires us to do otherwise.

Transfers/Withdrawals from Fixed Accounts

There are no restrictions with respect to transferring out of or taking a withdrawal from a Fixed Account. If you make a transfer out of or a withdrawal from a Fixed Account prior to the end of a guarantee period, you will be credited the interest earned up to the time of transfer or withdrawal. When a guarantee period ends, you may leave your money in the same Fixed Account or you may reallocate your money to another Fixed Account, if available, or to the Variable Portfolios. If you do not want to leave your money in the same Fixed Account, you must contact us within 30 days after the end of the guarantee period and provide us with new allocation instructions. We do not contact you. If you do not contact us, your money will remain in the same Fixed Account where it will earn interest at the renewal rate then in effect for that Fixed Account.

We reserve the right to defer payments for a withdrawal from a Fixed Account for up to six months.

If available through our Dollar Cost Averaging Program, you may systematically transfer interest earned in available Fixed Accounts into any of the Variable Portfolios on a monthly basis. Systematic transfers may be started, changed or terminated at any time by contacting our Annuity Service Center.

Check with your financial representative about the current availability of this service.

Dollar Cost Averaging Program

Under the DCA Program, you systematically transfer a specified dollar amount or percentage of contract value from a Variable Portfolio, available Fixed Account or DCA Fixed Account (“source account”) to any available investment options (“target account”).

The DCA Program allows you to invest gradually in available investment options at no additional cost. The DCA Program is designed to lessen the impact of market fluctuations on your investment. However, the DCA Program can neither guarantee a profit nor protect your investment against a loss. When you elect the DCA Program, you are continuously investing in securities fluctuating at different price levels. You should consider your tolerance for investing through periods of fluctuating price levels.

Example of DCA Program

Assume that you want to move $750 each month from one Variable Portfolio to another Variable Portfolio over six months. You set up a DCA Program and purchase Accumulation Units at the following values:

Month	Accumulation Unit Value	Units Purchased
1	$7.50	100
2	$5.00	150
3	$10.00	75
4	$7.50	100
5	$5.00	150
6	$7.50	100

You paid an average price of only $6.67 per Accumulation Unit over six months, while the average market price actually was $7.08. By investing an equal amount of money each month, you automatically buy more Accumulation Units when the market price is low and fewer Accumulation Units when the market price is high. This example is for illustrative purposes only.

DCA Program Guidelines

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Fixed Accounts are not available as target accounts for the DCA Program.

•

Transfers occur on a monthly periodic schedule.

•

The minimum transfer amount under the DCA Program is $100 per transaction, regardless of the source account.

•

Transfers resulting from your participation in the DCA Program are not counted towards the number of free transfers per contract year.

Allocation of Subsequent Purchase Payments to DCA Program

If you have not elected an optional Living Benefit and you choose to allocate subsequent Purchase Payments to an active DCA Program with an available Fixed Account serving as the source account, the rate applicable to that Fixed Account at the time we receive the subsequent Purchase Payment will apply. Further, we will begin transferring subsequent Purchase Payments into your target account allocations on the same day of the month as the initial active DCA Program. Therefore, you may not receive a full 30 days of interest prior to the first transfer to the target account(s). Please see DOLLAR COST AVERAGING FIXED ACCOUNTS above for more information.

Termination of DCA Program

You may terminate the DCA Program at any time. If you terminate the DCA Program and money remains in the DCA Fixed Account(s), we transfer the remaining money according to your current allocation instructions on file.

Upon notification of your death, we will terminate the DCA Program and transfer the remaining money according to the current allocation instructions on file.

Automatic Asset Rebalancing Program

Market fluctuations may cause the percentage of your investment in the Variable Portfolios to differ from your original allocations. Automatic Asset Rebalancing typically involves shifting portions of your money into and out of investment options so that the resulting allocations are consistent with your current investment instructions.

Under the Automatic Asset Rebalancing Program:

•

You may elect to have your investments in the Variable Portfolios and/or Fixed Accounts, if available, periodically rebalanced to return your allocations to preselected percentages for no additional charge.

•

At your request, rebalancing occurs on a quarterly, semiannual or annual basis.

•

Transfers resulting from your participation in this program are not counted against the number of free transfers per contract year.

Changes to Rebalancing Instructions

If you make a transfer, you must provide updated rebalancing instructions. If you do not provide new rebalancing instructions at the time you make such transfer, we will change your ongoing rebalancing instructions to reflect the percentage allocations among the new Variable Portfolios and/or Fixed Accounts, if available, resulting from your transfer which will replace any previous rebalancing instructions you may have provided (“Default Rebalancing Instructions”). You may change any applicable Default Rebalancing Instructions at any time by contacting

the Annuity Service Center. If we cannot complete automatic rebalancing according to your current instructions due to Variable Portfolio changes, we reserve the right to allocate the applicable amounts that would have been transferred to the impacted Variable Portfolio(s) to a money market option available under the contract.

Upon notification of your death, we will terminate the Automatic Asset Rebalancing Program.

Mandatory Rebalancing with Election of a Living Benefit

If you elect an optional Living Benefit, we will automatically enroll you in the Automatic Asset Rebalancing Program with quarterly rebalancing. If at any point, for any reason, your rebalancing instructions would result in allocations inconsistent with the investment requirements, we will revert to the last compliant instructions on file and we will notify you of such reversion. If we cannot complete automatic rebalancing according to your current instructions due to Variable Portfolio changes (including closures, substitutions, or mergers), we reserve the right to allocate the applicable amounts that would have been transferred to the impacted Variable Portfolio(s) to a money market option available under the contract. Please see OPTIONAL LIVING BENEFITS below.

Automatic asset rebalancing will continue if it is a requirement of an optional Living Benefit that remains in effect pursuant to your Spousal Beneficiary’s election of Spousal Continuation.

We reserve the right to modify, suspend or terminate the Automatic Asset Rebalancing Program at any time and we will notify you 30 days prior to exercising that right. In the event of modification, we will administer the program according to the parameters of the modification. In the event of suspension or termination of the program, we will no longer administer the program and your investments will no longer be rebalanced.

Return Plus Program

The Return Plus program, available only if we are offering multi-year Fixed Accounts and available for no additional charge, allocates your investment strategically between the Fixed Accounts and Variable Portfolios. You decide how much you want to invest and approximately when you want a return of Purchase Payments. We calculate how much of your Purchase Payment to allocate to the particular Fixed Account to ensure that it grows to an amount equal to your total Purchase Payment invested under this program. We invest the rest of your Purchase Payment in the Variable Portfolio(s) according to your allocation instructions.

Example of Return Plus Program:

Assume that you want to allocate a portion of your initial Purchase Payment of $100,000 to a multi-year Fixed Account. You want the amount allocated to the multi-year Fixed Account to grow to $100,000 in

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

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

Transfers During the Accumulation Phase

Subject to the Company’s rules, restrictions and policies (including short term trading policies) described below, you may transfer funds between the Variable Portfolios and/or any available Fixed Accounts.

•

Funds already in your contract cannot be transferred into the DCA Fixed Accounts, if available.

•

You must transfer at least $100 per transfer.

•

If less than $100 remains in any Variable Portfolio or Fixed Account after a transfer, that amount must be transferred as well.

Submitting Transfer Instructions

Your transfer instructions must be received via one of the methods and locations referenced below; otherwise they will not be considered received by us. Please see SHORT-TERM TRADING POLICIES below for more information.

Telephone:

(800) 445-7862

Internet:

www.corebridgefinancial.com/annuities

United States Postal Service (first-class mail):

Annuity Service Center

P.O. Box 15570

Amarillo, Texas 79105-5570

Facsimile:

(818) 615-1543

Telephone/Internet Authorization

We may accept transfers by telephone or the internet unless you tell us not to on your contract application. When receiving instructions over the telephone or the internet, we have procedures to provide reasonable assurance that the transactions executed are genuine. Thus, we are not responsible for any claim, loss or expense from any error resulting from instructions received over the telephone or the internet. If we fail to follow our procedures, we may be liable for any losses due to unauthorized or fraudulent instructions.

Transfer Fees

There is no charge for your first 15 transfers in any contract year. We charge for transfers in excess of 15 in

any contract year. The fee is $25 for each transfer exceeding this limit. Transfers resulting from your participation in the DCA or Automatic Asset Rebalancing Programs are not counted towards the number of free transfers per contract year.

Please see APPENDIX C - STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for state-specific fees.

Accepting Transfer Requests

We cannot guarantee that we will be able to accept telephone, fax and/or internet transfer instructions at all times. Any telephone, fax or computer system, whether it is yours, your broker-dealer’s, or ours, can experience outages or delays for a variety of reasons and may prevent our processing of your transfer request. If telephone, fax and/or internet access is unavailable, you must make your transfer request in writing by U.S. Mail to our Annuity Service Center at the address above.

We reserve the right to modify, suspend or terminate telephone, fax and/or internet transfer privileges at any time and we will notify you prior to exercising the right of suspension.

Pricing Transfer Requests

Any transfer request will be priced as of the day it is received by us in Good Order if the request is received before Market Close. If the transfer request is received after Market Close, the request will be priced as of the next NYSE business day.

Short-Term Trading Policies

This variable annuity contract is not designed to support frequent trading or trading strategies that seek to benefit from short-term price fluctuations or price inefficiencies in the Variable Portfolios of this product (“Short-Term Trading”) and we discourage Short-Term Trading as more fully described below.

Risks of Short-Term Trading

Short-Term Trading may create risks that may result in adverse effects on the investment return of the Underlying Fund in which a Variable Portfolio invests. Such risks may include, but are not limited to: (1) interference with the management and planned investment strategies of an Underlying Fund; (2) dilution of the interests in the Underlying Fund due to practices such as “arbitrage”; and/or (3) increased brokerage and administrative costs due to forced and unplanned fund turnover. These circumstances may reduce the value of the Variable Portfolio. In addition to negatively impacting the Owner, a reduction in contract value may also be harmful to Annuitants and/or Beneficiaries.

We have adopted the following administrative procedures to discourage Short-Term Trading which are summarized below.

Standard U.S. Mail Policy

Under the Standard U.S. Mail Policy, all transfers must be submitted by U.S. Mail for 12-months. The 15th transfer in a 12-month look-back period (“12-Month Rolling Period”) triggers the Standard U.S. Mail Policy.

Transfer Requests under the U.S. Mail Policy

•

While the U.S. Mail Policy is in effect, we will not accept transfer requests sent by any other method except U.S. Mail.

•

Transfer requests required to be submitted by U.S. Mail can only be cancelled by a written request sent by U.S. Mail with the appropriate paperwork received prior to the execution of the transfer.

•

All transfers made on the same day prior to Market Close are considered one transfer request for purposes of applying the Short-Term Trading policy and calculating the number of free transfers.

•

Transfers resulting from your participation in the DCA or Automatic Asset Rebalancing Programs are not included for the purposes of determining the number of transfers before applying the Standard U.S. Mail Policy.

•

We apply the Standard U.S. Mail Policy uniformly and consistently to all contract Owners except for omnibus group contracts. See Omnibus Group Contracts below for more information.

Example

For example, if you made a transfer on August 21, 2026 and within the previous twelve months (from August 22, 2025 forward) you made 15 transfers including the August 21st transfer, then all transfers made for twelve months after August 21, 2026 must be submitted by U.S. Mail (from August 22, 2026 through August 21, 2027).

Accelerated U.S. Mail Policy

We may become aware of transfer patterns among the Variable Portfolios and/or Fixed Accounts which appear to be Short-Term Trading or otherwise detrimental to the Variable Portfolios but have not yet triggered the Standard U.S. Mail Policy described above. If such transfer activity comes to our attention, we may require you to adhere to our Standard U.S. Mail Policy prior to reaching the specified number of transfers.

Additional Short-Term Trading Restrictions

To the extent we become aware of Short-Term Trading activities which cannot be reasonably controlled solely by the Standard U.S. Mail Policy or the Accelerated U.S. Mail Policy, we reserve the right to evaluate, in our sole discretion, whether to:

impose further limits on the size, manner, number and/or frequency of transfers you can make;

impose minimum holding periods;

reject any Purchase Payment or transfer request;

terminate your transfer privileges; and/or

request that you surrender your contract.

We will notify you in writing if your transfer privileges are modified, suspended or terminated. In addition, we reserve the right not to accept or otherwise restrict transfers from a third party acting for you and not to accept pre-authorized transfer forms.

Enforcement Determination Factors

Some of the factors we may consider when determining whether to accelerate the Standard U.S. Mail Policy, reject transfers or impose other conditions on transfer privileges include:

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the number of transfers made in a defined period;

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the dollar amount of the transfer;

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the total assets of the Variable Portfolio involved in the transfer and/or transfer requests that represent a significant portion of the total assets of the Variable Portfolio;

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the investment objectives and/or asset classes of the particular Variable Portfolio involved in your transfers;

•

whether the transfer appears to be part of a pattern of transfers to take advantage of short-term market fluctuations or market inefficiencies;

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the history of transfer activity in the contract or in other contracts we may offer; and/or

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other activity, as determined by us, that creates an appearance, real or perceived, of Short-Term Trading or the possibility of Short-Term Trading.

Applicability to Third Party Trading Services

The Standard and Accelerated U.S. Mail Policies are applied uniformly and consistently to contract Owners utilizing third party trading services/strategies performing asset allocation services for a number of contract Owners at the same time. You should be aware that such third party trading services may engage in transfer activities that can also be detrimental to the Variable Portfolios, including trading relatively large groups of contracts simultaneously. These transfer activities may not be intended to take advantage of short-term price fluctuations or price inefficiencies. However, such activities can create the same or similar risks as Short-Term Trading and negatively impact the Variable Portfolios as described above.

Deterrence Limitations

Notwithstanding the administrative procedures above, there are limitations on the effectiveness of these procedures. Our ability to detect and/or deter Short-Term Trading is limited by operational systems and technological limitations, as well as our ability to predict strategies employed by contract

Owners (or those acting on their behalf) to avoid detection. We cannot guarantee that we will detect and/or deter all Short-Term Trading and it is likely that some level of Short-Term Trading will occur before it is detected and steps are taken to deter it. To the extent that we are unable to detect and/or deter Short-Term Trading, the Variable Portfolios may be negatively impacted as described above.

Additionally, the Variable Portfolios may be harmed by transfer activity related to other insurance companies and/or retirement plans or other investors that invest in shares of the Underlying Fund. Moreover, our ability to deter Short-Term Trading may be limited by decisions by state regulatory bodies and court orders which we cannot predict.

You should be aware that the design of our administrative procedures involves inherently subjective decisions which we attempt to make in a fair and reasonable manner consistent with the interests of all Owners of this contract. We do not enter into agreements with contract Owners whereby we permit or intentionally disregard Short-Term Trading.

Omnibus Group Contracts

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

We reserve the right to modify the policies and procedures described in the TRANSFERS DURING THE ACCUMULATION PHASE section at any time. To the extent that we exercise this reservation of rights, we will do so uniformly and consistently unless we disclose otherwise.

Underlying Funds’ Short-Term Trading Policies

Please note that the Underlying Funds have their own policies and procedures (outlined in their respective prospectus) with respect to frequent purchases and redemptions of their respective shares which may be more or less restrictive than ours.

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We reserve the right to enforce these Underlying Fund policies and procedures, including, but not limited to, the right to collect a redemption fee on shares of the Underlying Fund if imposed by such Underlying Fund’s Board of Trustees/Directors. As of the date of this prospectus, none of the Underlying Funds impose a redemption fee.

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We also reserve the right to reject, with or without prior notice, any purchase, transfer or allocation into a Variable Portfolio if the corresponding Underlying Fund will not accept such purchase, transfer or allocation for any reason.

We are obligated to execute instructions from the Underlying Funds to restrict or prohibit further purchases or transfers in an Underlying Fund under certain circumstances.

Processing Omnibus Orders

Many investments in the Underlying Funds outside of these contracts are omnibus orders from intermediaries such as other separate accounts or retirement plans. If an Underlying Fund’s policies and procedures fail to successfully detect and discourage Short-Term Trading, there may be a negative impact to the Owners of the Underlying Fund. If an Underlying Fund believes that an omnibus order we submit may reflect transfer requests from Owners engaged in Short-Term Trading, the Underlying Fund may reject the entire omnibus order and delay or prevent us from implementing your transfer request.

Required Information Sharing

Under rules adopted by the SEC, we also have written agreements with the Underlying Funds that obligate us to, among other things, provide the Underlying Funds promptly upon request certain information about you (e.g., your social security number) and your trading activity.

Transfers During the Income Phase

During the Income Phase, only one transfer per month is permitted between the Variable Portfolios. No other transfers are allowed during the Income Phase. Transfers will be effected for the last NYSE business day of the month in which we receive your request for the transfer.

You may not use the DCA Program or the Automatic Asset Rebalancing Program during the Income Phase.

Voting Rights

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

Access to your Money

You can access money in your contract in one of the following ways:

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Partial Withdrawal;

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Systematic Withdrawal;

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Total Withdrawal (also known as surrender); or

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Annuity Income Payment (during Income Phase).

Withdrawals made prior to age 59½ may result in a 10% IRS penalty tax. Certain Qualified plans restrict and/or prohibit your ability to withdraw money from your contract. Please see TAXES.

Minimum Withdrawal Amount and Minimum Contract Value

	Minimum Withdrawal Amount	Minimum Contract Value(1)
Partial Withdrawal	$1,000	$500 (2)
Systematic Withdrawal	$100	$500(2)

(1)

The value left in any Variable Portfolio or available Fixed Account must be at least $100 after a withdrawal.

(2)

The total contract value must be at least $500 after a withdrawal.

Where permitted by state law, we may terminate your contract if both of the following occur: (1) your contract value is less than $500 as a result of withdrawals; and (2) you have not made any Purchase Payments during the past three years. We will provide you with sixty days written notice that your contract is being terminated. At the end of the notice period, we will distribute the contract’s remaining value to you.

Penalty-Free Withdrawal Amount

Your contract provides for a penalty-free withdrawal amount each contract year during the applicable withdrawal period. The penalty-free withdrawal amount is the portion of your contract that we allow you to take out without being charged a withdrawal charge. The penalty-free withdrawal amount does not reduce the basis used to calculate future annual penalty-free withdrawals and withdrawal charges.

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

Penalty-free earnings are equal to your contract value less your total invested amount and may be withdrawn free of a withdrawal charge at any time, including upon a full surrender of your contract. Purchase Payments that are no longer subject to a withdrawal charge and not previously withdrawn may also be withdrawn free of a withdrawal charge at any time. The total invested amount is the sum of all Purchase Payments less portions of prior withdrawals that reduce your total invested amount as follows:

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Penalty-free withdrawals in any year that were in excess of your penalty-free earnings and were based on the portion of the total invested amount that was no longer subject to withdrawal charges at the time of the withdrawal; and

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Any prior withdrawals (including withdrawal charges applicable to those withdrawals) of the total invested amount on which you already paid a withdrawal charge.

If you elected an optional Living Benefit that offers Maximum Annual Withdrawal Amounts, below describes your annual penalty-free withdrawal amount:

During the first contract year, your maximum annual

penalty-free withdrawal amount is the greatest of:

(1)Your penalty-free earnings; or

(2)If you are participating in the Systematic

Withdrawal program, a total of 10% of your total

invested amount; or

(3)the Maximum Annual Withdrawal Amount allowed

under the Living Benefit you elected.

After the first contract year, your maximum annual

penalty-free withdrawal amount is the greatest of:

(1)your penalty-free earnings; or

(2)10% of the portion of your total invested amount

that has been in your contract for at least one

year and still subject to a withdrawal charge; or

(3)the Maximum Annual Withdrawal amount allowed

under the Living Benefit you elected.

If, in any contract year, you choose to take less than the full penalty-free withdrawal amount, then you may not carry over the unused amount as an additional penalty-free withdrawal in subsequent years.

If you do not elect an optional Living Benefit that offers Maximum Annual Withdrawal Amounts, the provisions below describe your annual penalty-free withdrawal amount.

During the first contract year, your maximum annual

penalty-free withdrawal amount is the greater of:

(1)your penalty-free earnings; or

(2)if you are participating in the Systematic

Withdrawal program, a total of 10% of your total

invested amount

After the first contract year, your maximum annual

penalty-free withdrawal amount is the greater of:

(1)your penalty-free earnings; or

(2)10% of the portion of your total invested amount

that has been in your contract for at least one

year and still subject to a withdrawal charge

If you participate in the Polaris Rewards program, you will not receive any deferred Payment Enhancement if you fully withdraw a Purchase Payment or if you surrender your contract prior to the corresponding Deferred Payment Enhancement Date.

Although we do not assess a withdrawal charge when you take a 10% free withdrawal of the total invested amount we

will proportionally reduce the amount of any corresponding Deferred Payment Enhancement. Please see POLARIS REWARDS PROGRAM above.

Penalty-Free Withdrawal Amount and the Living Benefit

If you elect a Living Benefit and if you withdraw an amount that is under the 10% penalty-free withdrawal amount as described above, but exceed the Maximum Annual Withdrawal Amount, it will be treated as an Excess Withdrawal for purposes of calculating your Income Base, Income Credit Base, if applicable, and future income payments under the Living Benefit even though you are not assessed a withdrawal charge. Please see OPTIONAL LIVING BENEFITS below.

For example, if you elected a Living Benefit and your Maximum Annual Withdrawal Amount (MAWA) is $6,000 (assuming Maximum Annual Withdrawal Percentage of 6%, $100,000 Income Base and $100,000 Contract Value), your penalty-free withdrawal amount would be $10,000. That means that the $6,000 MAWA for that contract year would not be assessed a withdrawal charge because it is within the penalty-free withdrawal amount. You may also take up to an additional $4,000 that contract year as a penalty-free withdrawal amount; however, this $4,000 would be considered an Excess Withdrawal under the Living Benefit which reduces the Income Base, the Income Credit Base if applicable, and future Maximum Annual Withdrawal Amounts.

Assessment of Withdrawal Charges

We deduct a withdrawal charge applicable to any amount of a partial or total withdrawal in excess of your penalty-free withdrawal amount made before the end of the withdrawal charge period. Before purchasing this contract, you should consider the effect of withdrawal charges on your investment if you need to withdraw more than the annual penalty-free amount during the withdrawal charge period. You should fully discuss this decision with your financial representative.

The withdrawal charge percentage is determined by the number of years the Purchase Payment has been in the contract at the time of the withdrawal. Please see WITHDRAWAL CHARGES and EXPENSES.

When you make a partial withdrawal, we deduct it from penalty-free earnings first, any remaining penalty-free withdrawal amount, and then from the total invested amount on a first-in, first-out basis. This means that you can also access your Purchase Payments, which are no longer subject to a withdrawal charge before those Purchase Payments, which are still subject to the withdrawal charges or higher withdrawal charges.

If you request a total withdrawal (surrender) of your contract, we may also deduct any premium taxes, if applicable. If you fully surrender your contract, withdrawal charges will be assessed against the amount of Purchase Payments subject to withdrawal charges.

This means that, if you surrender your contract while withdrawal charges still apply, any prior penalty-free withdrawal amounts taken in the current contract year are not subtracted from the total Purchase Payments still subject to withdrawal charges. Please see EXPENSES.

Calculating Withdrawal Charges

For the purpose of calculating the withdrawal charge if you request a total withdrawal of your contract, any prior penalty-free withdrawal amount, including a required minimum distribution, in the current contract year is not subtracted from the total Purchase Payments still subject to withdrawal charges.

Example:

For example, you make an initial Purchase Payment of $100,000. For purposes of this example we will assume a 0% growth rate over the life of the contract, no subsequent Purchase Payments and no election of optional features, if applicable. In contract year 2, you take out your maximum penalty-free withdrawal of $10,000. After that penalty-free withdrawal your contract value is $90,000. In the 3rd contract year, you request a total withdrawal of your contract. We will apply the following calculation:

A–(B × C)=D, where:

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

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

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

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

Required Minimum Distributions

If you are taking required minimum distributions applicable to this contract only, we waive any withdrawal charges applicable to those withdrawals. Please see TAXES for details regarding required minimum distributions.

Annuity Income Payments

Any time after your second contract anniversary, you may receive annuity income payments for a specified period of time and at a frequency as elected by you. We will waive any applicable withdrawal charges upon processing of your request to annuitize the contract. Please see ANNUITY INCOME OPTIONS.

Processing Withdrawal Requests

A request to access money from your contract, as outlined above, must be submitted in writing and in Good Order to the Annuity Service Center at the following address. Withdrawals are processed effective the date they are deemed in Good Order and payments are made within 7

days. If you take a partial withdrawal, you can choose whether any applicable withdrawal charges are deducted from the amount withdrawn or from the contract value remaining after the amount withdrawn. If you fully surrender your contract value, we deduct any applicable withdrawal charges from the amount surrendered.

For withdrawals of $500,000 and more, you are required to include a signature guarantee issued by your broker-dealer which verifies the validity of your signature.

Annuity Service Center

P.O. Box 15570

Amarillo, TX 79105-5570

Any request for withdrawal will be priced as of the day it is received by us in Good Order at the Annuity Service Center, if the request is received before Market Close. If the request for withdrawal is received after Market Close, the request will be priced as of the next NYSE business day. Withdrawals are processed effective the date they are deemed in Good Order and payments are made within 7 days.

We may be required to suspend or postpone the payment of a withdrawal for any period of time when: (1) the NYSE is closed (other than a customary weekend and holiday closings); (2) trading with the NYSE is restricted; (3) an emergency exists such that disposal of or determination of the value of shares of the Variable Portfolios is not reasonably practicable; (4) the SEC, by order, so permits for the protection of contract Owners.

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

Partial, Systematic, and Required Minimum Distributions

Partial withdrawals, systematic withdrawals and required minimum distributions will be made proportionately from each Variable Portfolio and the Fixed Account in which you are invested, unless you provide different instructions.

If you surrender your contract, we may deduct any premium taxes, if applicable. Please see EXPENSES.

Optional Living Benefit Withdrawals

Partial Withdrawals under an optional Living Benefit must be deducted proportionately from each Variable Portfolio in which you are invested. You cannot request withdrawals from one or more specific funds in which you are invested.

Total Withdrawals

We calculate withdrawal charges upon total withdrawal of the contract on the day after we receive your request in Good Order. Any prior penalty-free withdrawal amount in the current contract year is not subtracted from the total Purchase Payments still subject to withdrawal charges. We will return your contract value less any applicable fees and charges within 7 calendar days of the request.

Systematic Withdrawal Program

During the Accumulation Phase, you may elect to receive periodic withdrawals under the Systematic Withdrawal Program for no additional charge. Under the program, you may choose to take monthly, quarterly, semi-annual or annual payments from your contract. Electronic transfer of these periodic withdrawals to your bank account is available.

Please contact our Annuity Service Center which can provide the necessary enrollment forms. A withdrawal charge may apply if the amount of the periodic withdrawals in any year exceeds the penalty-free withdrawal amount permitted each year.

If you elect a Living Benefit and choose to receive periodic withdrawals under the Systematic Withdrawal Program, you must request withdrawals on the appropriate Living Benefit enrollment form. If we receive your request on another form, your request will not be processed. The Systematic Withdrawal Program for contracts with a Living Benefit is designed to provide withdrawal amounts within the Maximum Annual Withdrawal Amount. Any amounts taken above your Maximum Annual Withdrawal Amount while enrolled in the Systematic Withdrawal Program will eliminate the remaining systematic withdrawals within the same contract year and may permanently reduce future guaranteed withdrawal amounts. The systematic withdrawal program will be re-established in the following contract year after such withdrawals, and the annualized systematic withdrawals will be adjusted to account for the new Maximum Annual Withdrawal Amount. If you must take Required Minimum Distributions (RMDs) from this contract and want to ensure that these withdrawals will not permanently reduce future guaranteed withdrawal amounts, your total distribution(s) during the current contract year must not exceed the greater of the Maximum Annual Withdrawal Amount under the Living Benefit or the RMD amount as calculated by our Annuity Service Center. You may establish a systematic withdrawal program to take your RMD, which will ensure the amount taken does not exceed either the Maximum Annual Withdrawal Amount under the Living Benefit or RMD amount as calculated by our Annuity Service Center.

Upon notification of your death, we will terminate the Systematic Withdrawal Program.

We reserve the right to modify, suspend or terminate the Systematic Withdrawal Program at any time and we will 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 partial or total withdrawals made while you are in a nursing home or within 90 days after you leave the nursing home.

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You cannot use this waiver during the first 90 days after your contract is issued.

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The confinement period for which you seek the waiver must begin after you purchase your contract.

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We will only waive withdrawal charges on withdrawals paid directly to the contract owner, and not to a third party or other financial services company.

In order to use this waiver, you must submit the following documents to the Annuity Service Center:

a doctor’s note recommending admittance to a nursing home;

an admittance form which shows the type of facility you entered; and

the bill from the nursing home which shows that you met the 60 day confinement requirement.

Benefits Available Under the Contract

The following tables summarize information about the benefits available under the contract.

Standard Benefits (No Additional Charge)

Name of Benefit	Purpose	Brief Description of Restrictions / Limitations
Maximum Anniversary Value Death Benefit	Provides a death benefit based on the greatest of contract value, net purchase payments, or maximum anniversary value on an eligible contract anniversary	•Death benefit calculated differently depending on whether an optional Living Benefit has been elected and depending on age and date of contract issuance •Withdrawals may significantly reduce the benefit •Death benefit election cannot be changed
Purchase Payment Accumulation Death Benefit	Provides a death benefit based on the greatest of contract value, Net Purchase Payments accumulated at an annual growth rate, or the contract value on the seventh contract anniversary	•Withdrawals may significantly reduce the benefit •Death benefit calculated differently depending on age and date of contract issuance •Death benefit election cannot be changed •Not available in Washington
Dollar Cost Averaging (DCA) Fixed Accounts	Interest is credited to amounts allocated to a DCA Fixed Account and your money is systematically transferred from the DCA Fixed Account to one or more investment options over a specified period of time	•Must be funded with an initial and subsequent Purchase Payments, not transferred contract value •Minimum funding requirements apply •Only 6-month, 12-month, and 2-year periods may be available •Transfers may only occur on a monthly basis •Availability may be restricted based on date of contract issuance and election of optional benefits •Fixed Account options are not eligible to receive DCA transfers •The interest rates applicable to the DCA Fixed Accounts may differ from those applicable to any other Fixed Account but will never be less than the minimum guaranteed interest rate specified in your contract
Dollar Cost Averaging (DCA) Program	Allows you to have systematic transfers of a specified dollar amount or percentage of contract value from an investment option to one or more eligible investment options	•Transfers may only occur on a monthly basis and will not count towards the number of free transfers per contract year •Minimum per transfer is $100 regardless of source account •Fixed Account options are not eligible to receive DCA transfers •Upon notification of your death, we will terminate the DCA Program and transfer the remaining money according to the current allocation instructions on file
Automatic Asset Rebalancing	Allows you to have your investments periodically rebalanced to your pre-selected percentages	•Rebalancing may occur on a quarterly, semi-annual, or annual basis and transfers resulting from your participation in this program are not counted against the number of free transfers per contract year •Updated rebalancing instructions must be provided upon making a non-automatic transfer, otherwise rebalancing instructions will be automatically updated •Upon notification of your death, we will terminate the Automatic Asset Rebalancing Program •If you elect an optional Living Benefit, we will automatically enroll you in the Automatic Asset Rebalancing Program with quarterly rebalancing
Systematic Withdrawal Program	Allows you to receive periodic withdrawals from your contract	•Minimum withdrawal amount is $100 •Withdrawals may occur on a monthly, quarterly, semi-annual, or annual basis •Participation in program may be restricted if optional Living Benefit elected
Automatic Payment Plan	Allows you to make automatic Purchase Payments	•Minimum requirements for the initial and subsequent Purchase Payments and age restrictions apply •May not be available with election of certain Living Benefit features
Return Plus Program	Allocates your investment strategically between Fixed Accounts and Variable Portfolios	•Only available if multi-year Fixed Accounts are offered

Optional Benefits No Longer Available For Election

Name of Benefit	Purpose	Maximum Fee	Brief Description of Restrictions/Limitations
MarketLock For Two Living Benefit	A guaranteed minimum withdrawal benefit for two covered persons with step-up opportunities	0.40% prior to your 1st withdrawal / 0.80% after your 1st withdrawal (as a percentage of the MAV Benefit Base)	•Excess withdrawals may significantly reduce or terminate the benefit •The benefit is based Purchase Payments received during the first 2 contract years •Ineligible for step-up period extension if age requirements are not satisfied •The fee and investment requirements may change if you elect a step-up period extension •May be terminated by you on the 5th or 10th benefit anniversary or any benefit anniversary after the 10th benefit anniversary •Certain events will automatically terminate the benefit •May not be re-elected after termination •Fee may be deducted pro rata from variable portfolios only in certain states. Please see APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for specific states
MarketLock Living Benefit	A guaranteed minimum withdrawal benefit with step-up opportunities	0.65% (as a percentage of the MAV Benefit Base)	•Excess withdrawals may significantly reduce or terminate the benefit •The benefit is based Purchase Payments received during the first 2 contract years •Ineligible for step-up period extension if age requirements are not satisfied •The fee and investment requirements may change if you elect a step-up period extension •Benefit may vary depending on when you purchased your contract •May be terminated by you on the 5th or 10th benefit anniversary or any benefit anniversary after the 10th benefit anniversary •Certain events will automatically terminate the benefit •May not be re-elected after termination •Fee may be deducted pro rata from variable portfolios only in certain states. Please see APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for specific states
MarketLock For Life Plus Living Benefit	A guaranteed minimum withdrawal benefit with Income Credits and step-up opportunities	0.95% One Covered Person /1.25% Two Covered Persons (as a percentage of Income Base)	•Excess withdrawals may significantly reduce or terminate the benefit •Ineligible for step-up period extension if any previous extension opportunity was not elected or age requirements are not satisfied •Income Credit period may only be extended once •Investment requirements limit available investment options •The fee and investment requirements may change if you elect a step-up period extension •Benefit may vary depending on when you purchased your contract •Minimum Income Base not available on 12th benefit anniversary if withdrawal has been taken •Purchase Payments subject to additional restrictions •May be terminated by you on the 5th or 10th benefit anniversary or any benefit anniversary after the 10th benefit anniversary •Certain events will automatically terminate the benefit •May not be re-elected or reinstated after termination •Fee may be deducted pro rata from variable portfolios only in certain states. Please see APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for specific states

Optional Benefits No Longer Available For Election (continued)

Name of Benefit	Purpose	Maximum Fee	Brief Description of Restrictions/Limitations
MarketLock Income Plus Living Benefit	A guaranteed minimum withdrawal benefit with Income Credits and step-up opportunities	Purchased on or after May 1, 2009: 1.10% One Covered Person / 1.35% Two Covered Persons (as a percentage of Income Base) Purchased between May 1, 2008 and April 30, 2009 0.95% One Covered Person / 1.20% Two Covered Persons (as a percentage of Income Base)	•Excess withdrawals may significantly reduce or terminate the benefit •Ineligible for step-up period extension if any previous extension opportunity was not elected or age requirements are not satisfied •Income Credit period may only be extended once •Investment requirements limit available investment options •The fee and investment requirements may change if you elect a step-up period extension •Benefit may vary depending on when you purchased your contract •Minimum Income Base not available on 12th benefit anniversary if withdrawal has been taken •Purchase Payments subject to additional restrictions •May be terminated by you on the 5th or 10th benefit anniversary or any benefit anniversary after the 10th benefit anniversary •Certain events will automatically terminate the benefit •May not be re-elected or reinstated after termination •Fee may be deducted pro rata from variable portfolios only in certain states. Please see APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for specific states
MarketLock For Life Living Benefit	A guaranteed minimum withdrawal benefit with step-up opportunities	0.70% One Covered Person /0.95% Two Covered Persons (as a percentage of Income Base)	•Excess withdrawals may significantly reduce or terminate the benefit •Ineligible for step-up period extension if any previous extension opportunity was not elected or age requirements are not satisfied •Investment requirements limit available investment options •The fee and investment requirements may change if you elect a step-up period extension •Benefit may vary depending on when you purchased your contract •Purchase Payments subject to additional restrictions •May be cancelled by you on the 5th or 10th benefit anniversary or any benefit anniversary after the 10th benefit anniversary •Certain events will automatically terminate the benefit •May not be re-elected or reinstated after termination •Fee may be deducted pro rata from variable portfolios only in certain states. Please see APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for specific states
Polaris Income Rewards	A guaranteed minimum withdrawal benefit with a step-up opportunity	0.65% (as a percentage of the Withdrawal Benefit Base)	•Withdrawals may significantly reduce the benefit •May not be canceled once elected, but no charge for the benefit after the 10th contract anniversary •The benefit is based on the Purchase Payments received within 90 days of the contract issue •For contracts issued in Washington, the entire fee will be deducted from the portion of your contract value allocated to the Variable Portfolios.

Optional Benefits No Longer Available For Election (continued)

Name of Benefit	Purpose	Maximum Fee	Brief Description of Restrictions/Limitations
Capital Protector	Provides a one-time adjustment to contract value on the 10th contract anniversary	Purchased on or after May 1, 2004: 0.50% Purchased between February 10, 2003 and April 30, 2004: 0.45% Purchased between September 30, 2002 and February 7, 2003: 0.35% (as a percentage of contract value minus Purchase Payments received after the 90th day since the contract issue date)	•Withdrawals may significantly reduce the benefit •The benefit is based on the Purchase Payments received within 90 days of the contract issue •Cannot be canceled prior to the 10th contract anniversary •The feature will no longer be available if a death benefit is paid or if the contract is fully surrendered or annuitized before the 10th contract anniversary
Income Protector	A guaranteed minimum income benefit that can offer ability to receive fixed income payments during Income Phase	0.10% (as a percentage of the Income Benefit Base)	•Withdrawals may significantly reduce the benefit •May not begin income for at least 10 years after election of benefit •May not elect this feature if the required waiting period before beginning the Income Phase would occur later than your Latest Annuity Date •If available and elected a growth rate can provide increased income •May only elect to begin the Income Phase using the benefit within the 30 days after the 10th or later contract anniversary following the effective date of electing the benefit or Re-Set if applicable. •Qualified contracts may limit the benefit, given qualified contracts generally require selection of an annuity income option that does not exceed life expectancy.
Optional Combination HV & Roll- Up Death Benefit	Provides a death benefit based on the greatest of contract value, highest contract value on an eligible contract anniversary, or net purchase payments with 5% accumulation	0.50% (as a percentage of average daily net asset value allocated to the Variable Portfolios)	•If elected, you may not elect EstatePlus, a Living Benefit, or any available Fixed Account •Death benefit election cannot be changed •Only available at the time you purchase your contract and can only be elected prior to your 76th birthday at contract issuance •Withdrawals may significantly reduce the benefit •Accumulation applies only to Purchase Payments made before the earliest of the 15th contract anniversary, your 80th birthday, or the date of death •Not available in certain states. Please see APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for specific states

Optional Benefits No Longer Available For Election (continued)

Name of Benefit	Purpose	Maximum Fee	Brief Description of Restrictions/Limitations
EstatePlus Death Benefit	Increases the death benefit amount if there are earnings in the contract at the time of death	0.25% (as a percentage of average daily ending net asset value allocated to the Variable Portfolios)	•Withdrawals may significantly reduce the benefit •Can only be elected with the Maximum Anniversary Value or the Purchase Payment Accumulation death benefit at contract issue •Not available if age 81 or older at the time of contract issue •May not be terminated •Not available after Latest Annuity Date •The contract year of owner’s death and age at issue determines the Estate Plus Percentage and the Maximum EstatePlus Benefit •Purchase Payments received after the 5th contract anniversary must remain in the contract for at least 6 full months to be included as part of Net Purchase Payments for the death benefit calculation •Not available in certain states. Please see APPENDIX C – STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for specific states

Optional Living Benefits

None of the Living Benefits described below are available for election.

Effective January 15, 2016, if you have elected a Living Benefit feature, we will not accept subsequent Purchase Payments on or after the 5th contract anniversary from your contract issue date. If you elected a Living Benefit feature, you may not establish an automatic subsequent purchase payment plan, and any current payment plan has been terminated.

MarketLock Income Plus and MarketLock For Life Plus

The MarketLock Income Plus Living Benefit may vary depending on when you purchased your contract, please see details below. The MarketLock For Life Plus Living Benefit may vary depending on the option you elected when you purchased your contract, please see details below.

MarketLock Income Plus and MarketLock For Life Plus are optional guaranteed minimum withdrawal features, available for an additional fee. The features are designed to help you create a guaranteed income stream that may last as long as you live, or as long as you or your spouse live, even if the entire value of your contract has been reduced to zero, provided withdrawals taken are within the parameters of the feature elected. These features may offer protection in the event your contract value declines due to unfavorable investment performance, certain withdrawal activity, if you live longer than expected or any combination of these factors. You may not need to rely on the feature as its value is dependent on your contract’s performance, your withdrawal activity and your longevity.

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

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

Please remember that all withdrawals, including withdrawals taken under these features, reduce your contract value and your death benefit and may reduce other benefits under the contract. In addition, withdrawals under these features will reduce the penalty-free withdrawal amount and may be subject to applicable withdrawal charges if withdrawals taken are in excess of the Maximum Annual Withdrawal Amount, as defined below. The sum of withdrawals in any contract year up to the Maximum Annual Withdrawal Amount will not be assessed 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 the withdrawal. For information about how the features are treated for income tax purposes, you should consult a qualified tax advisor concerning your particular circumstances. If you must take required minimum distributions and want to ensure that these withdrawals are not considered Excess Withdrawals, as defined below, your distributions must be set up on the automated monthly minimum distribution withdrawal program administered by our Annuity Service Center. In addition, if you have a Qualified contract, tax law and the terms of the plan may restrict withdrawal amounts.

These optional Living Benefits are designed for individuals and spouses. Thus, if a contract is owned by non-spousal joint Owners, Domestic Partners or Same-Sex Spouses who jointly own a contract and either Owner dies, the full contract value must be paid within 5 years of death, in compliance with the IRC, after which time the contract terminates. Accordingly, the surviving Owner may not receive the full benefit of the Living Benefit.

You may have elected MarketLock Income Plus or any of the MarketLock For Life Plus options and you may have chosen to have the feature cover only your life or the lives of both you and your spouse. We refer to the person or persons whose lifetime withdrawals are guaranteed under the features as the “Covered Person(s).” If the contract is not 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. The age requirement varies depending on the type of contract you purchased, when the contract was issued(1) and the number of Covered Persons. The tables below provide the age requirements for the features.

If you elect one Covered Person(1):

	Covered Person
	Minimum Age	Maximum Age(2)
One Owner	45	80
Joint Owners (based on the age of the older Owner)	45	80

If you elect two Covered Persons(1):

	Covered Person #1		Covered Person #2
	Minimum Age	Maximum Age(2)	Minimum Age	Maximum Age(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 to November 19, 2007, references to age 45 above are replaced with age 50 and references to age 80 above are replaced with age 75. References to age 85 remain unchanged.

(2) The age requirements for optional death benefits and other optional features may be different than those listed here. You must meet the age requirement for those features in order to elect them.

(3) The age requirement is based solely on the single owner for purposes of issuing the contract with the feature. The spousal beneficiary’s age is not considered in determining the maximum issue age of the second Covered Person.

How do MarketLock Income Plus and MarketLock For Life Plus work?

MarketLock Income Plus and MarketLock For Life Plus lock-in the greater of two values in determining the Income Base. The Income Base determines the basis of the Covered Person(s)’ guaranteed lifetime benefit which may be taken in a series of withdrawals. Each consecutive one-year period starting from the Effective Date is considered a Benefit Year. A new Income Base is automatically locked in on each Benefit Year anniversary during the Income Base Evaluation Period (initially, the first 5 years if you elected MarketLock Income Plus, the first 5 years if you elected MarketLock For Life Plus on or after May 4, 2009 or the first 10 years if you elected MarketLock For Life Plus prior to May 4,

2009) following the Effective Date based on the greater of (1) the highest Anniversary Value, or (2) the Income Base increased by any available Income Credit, as defined below.

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

Is there an additional guarantee if I delay taking withdrawals?

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

If you elected MarketLock Income Plus or MarketLock For Life Plus on or after May 4, 2009 and you do not take any withdrawals before the 12th Benefit Year anniversary following the Effective Date, the Income Base will be increased to equal at least 200% of your first Benefit Year’s Eligible Purchase Payments (“Minimum Income Base”). You do not need to elect extensions of the Income Base Evaluation Period in order to be eligible to receive the Minimum Income Base.

If you elected MarketLock Income Plus or MarketLock For Life Plus +7% prior to May 4, 2009 and you do not take any withdrawals before the 10th Benefit Year anniversary following the Effective Date, the Income Base will be increased to equal at least 200% or your first Benefit Year’s Eligible Purchase Payments (Minimum Income Base”). You do not need to elect extensions of the Income Base Evaluation Period in order to be eligible to receive the Minimum Income Base.

What determines the maximum amount of withdrawals I can withdraw each year?

The Maximum Annual Withdrawal Percentage represents the percentage of your Income Base used to calculate the Maximum Annual Withdrawal Amount that you may withdraw each year without reducing the Income Base and the Income Credit Base, if applicable. The Maximum Annual Withdrawal Percentage is determined by the age of the Covered Person(s) at the time of the first withdrawal as shown in the tables below and varies depending on the feature you elected and when your contract was issued.

One Covered Person — MarketLock Income Plus
(contracts issued on or after May 4, 2009)

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

Age of the Covered Person at Time of First Withdrawal	Maximum Annual Withdrawal Percentage
Prior to 65th birthday	4% of Income Base
On or after 65th birthday	5% of Income Base

Two Covered Persons — MarketLock Income Plus
(contracts issued on or after May 4, 2009)

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

Age of the Younger Covered Person or Surviving Covered Person at Time of First Withdrawal	Maximum Annual Withdrawal Percentage
Prior to 65th birthday	4% of Income Base
On or after 65th birthday	4.75% of Income Base

One Covered Person — MarketLock For Life Plus
(contracts issued on or after May 4, 2009)

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

Age of the Covered Person at Time of First Withdrawal	Maximum Annual Withdrawal Percentage
At least age 45 but prior to 65th birthday	4% of Income Base
At least age 65 but prior to 76th birthday	5% of Income Base
On or after 76th birthday	6% of Income Base

Two Covered Persons — MarketLock For Life Plus
(contracts issued on or after May 4, 2009)

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

Age of the Younger Covered Person at Time of First Withdrawal	Maximum Annual Withdrawal Percentage
At least age 45 but prior to 65th birthday	4% of Income Base
At least age 65 but prior to 76th birthday	4.75% of Income Base
On or after 76th birthday	5.75% of Income Base

One or Two Covered Persons — MarketLock Income Plus (contracts issued between May 1, 2008 and May 1, 2009)

If there is One Covered Person but there are joint Owners, the Covered Person is the older Owner. If there are Two Covered Persons, the age of the first withdrawal is based on the age of the younger of the Two Covered Persons.

Age of the Covered Person at Time of First Withdrawal*	Maximum Annual Withdrawal Percentage
Prior to 62nd birthday	4% of Income Base
On or after 62nd birthday	5% of Income Base

One or Two Covered Persons — MarketLock For Life Plus (contracts issued between July 30, 2007 and May 1, 2009)

Age of the Covered Person at Time of First Withdrawal*	Maximum Annual Withdrawal Percentage
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 Life Plus (contracts issued prior to July 30, 2007)

Age of the Covered Person at Time of First Withdrawal*	Maximum Annual Withdrawal Percentage
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 joint life feature) electing to treat the annuity contract as their own, of a Qualified plan under this annuity contract, if you are taking required minimum distributions (“RMD”) from this contract, and the amount of the RMD (based only on this contract and using the uniform lifetime table) is greater than the Maximum Annual Withdrawal Amount in any given Benefit Year, no portion of the RMD will be treated as an Excess Withdrawal (defined below). Any portion of a withdrawal in a Benefit Year that is more than the greater of both the Maximum Annual Withdrawal Amount and the RMD amount (as clarified above) will be considered an Excess Withdrawal. If you must take RMD from this contract and want to ensure that these withdrawals will not permanently reduce future withdrawal amounts, your total distribution(s) during the current contract year must not exceed the greater of the Maximum Annual Withdrawal Amount under the Living Benefit or the RMD amount as calculated by our Annuity Service Center. If you are purchasing this contract by transferring from another IRA and plan to immediately utilize this feature to satisfy RMD, you should take the current year required withdrawal prior to moving your money to this contract since we can only provide one RMD withdrawal per contract year (which may cross over two tax years). Further, if the RMD basis for this tax year was calculated by the investment company from which you are transferring your investment and it is greater than the amount transferred to this contract, we cannot systematically calculate and support the RMD basis. Therefore, you should take the RMD before transferring your investment. Please see “What are the effects of withdrawals on MarketLock Income Plus and MarketLock For Life Plus?” below.

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

Yes, as long as you have not elected to cancel the feature, you must comply with the investment requirements. Please see Investment Requirements for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for investment requirements associated with this optional Living Benefit.

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

Your allocation instructions accompanying any Purchase Payment as well as target allocations if you invest in a DCA Fixed Account must comply with the investment requirements, described above, in order for your subsequent Purchase Payment(s) to be considered in Good Order. We will automatically enroll you in the Automatic Asset Rebalancing Program with quarterly rebalancing. We require quarterly rebalancing because market performance and transfer and withdrawal activity may result in your contract’s allocations going outside these restrictions. Quarterly rebalancing will ensure that your allocations will continue to comply with the investment requirements for this feature. In addition to quarterly rebalancing, we will initiate rebalancing in accordance with your most current and compliant 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 not result in rebalancing. If you make a transfer, you must provide updated rebalancing instructions. If you do not provide new rebalancing instructions at the time you make a transfer, we will change your ongoing rebalancing instructions to reflect the percentage allocations among the new Variable Portfolios resulting from your transfer and/or 1-year Fixed Account, if available (“Default Rebalancing Instructions”). If at any point, for any reason, your rebalancing instructions would result in allocations inconsistent with the investment requirements listed above, we will revert to the last compliant instructions on file. You can modify your rebalancing instructions, as long as they are consistent with the investment requirements, at any time by calling the Annuity Service Center. If we cannot complete automatic rebalancing according to your current instructions due to Variable Portfolio changes (including closures, substitutions, or mergers), we reserve the right to allocate the applicable amounts that would have been transferred to the impacted Variable Portfolio(s) to a money market option available under the contract.

We may revise the investment requirements for any existing contract to the extent that Variable Portfolios and/or Fixed Accounts are added, deleted, substituted, merged or otherwise reorganized. We will notify you in writing of any changes to the investment requirements due to additions, deletions, substitutions, mergers or reorganizations promptly.

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

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

100% of Purchase Payments received during the first contract year; and

Purchase Payments received in each of contract years 2-5, capped in each year at an amount equal to 100% of the Purchase Payments received in year 1. This means that if you made a $100,000 Purchase Payment in year 1, Eligible Purchase Payments will include additional Purchase Payments of up to $100,000 contributed in each of contract years 2-5 for a grand total maximum of $500,000 of Eligible Purchase Payments.

Any Purchase Payments made in contract years 2-5 in excess of the annual cap amount as well as all Purchase Payments received after the 5th contract year are considered Ineligible Purchase Payments. We will not accept subsequent Purchase Payments after the 5th contract year if you elected the Living Benefit. The calculation of Eligible Purchase Payments does not include any Payment Enhancements, if applicable, and/or spousal continuation contribution, if any; however, Payment Enhancements, if applicable, and/or spousal continuation contribution, if any are included in the calculation of Anniversary Values, as defined below. Total Eligible Purchase Payments are limited to $1,500,000 without our prior Company approval.

Second, we consider the Income Credit Period and the Income Base Evaluation Period. The Income Credit Period is the period of time over which we calculate the Income Credit. The Income Base Evaluation Period is the period of time over which we consider Anniversary Values and if applicable and greater, the Income Base plus any available Income Credit during the Income Credit Period. The initial Income Credit Period and the initial Income Base Evaluation Period begin on the Effective Date and end 5 years later if you elected MarketLock Income Plus or MarketLock For Life Plus on or after May 4, 2009 (10 years later if you elected MarketLock For Life Plus prior to May 4, 2009). Please see “Can I extend the Income Base Evaluation Period and Income Credit Period?” below.

Third, we determine the Anniversary Value which equals your contract value on any contract anniversary during the Income Base Evaluation Period minus any Ineligible Purchase Payments.

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

Fifth, we determine the Income Credit Base which is used solely as a basis for calculating the Income Credit during an

Income Credit Period. The initial Income Credit Base is equal to the first Eligible Purchase Payment. If the feature is elected after contract issue, the initial Income Credit Base is the contract value on the Effective Date. The Income Credit Base is increased by each subsequent Eligible Purchase Payment less proportionate adjustments for Excess Withdrawals, as defined below. Please see “How can the Income Base and Income Credit Base be increased?” below.

Sixth, we determine the Income Credit which varies by feature as outlined in the table below and is an amount equal to a percentage (“Income Credit Percentage”) of the Income Credit Base, on each Benefit Year anniversary. If you elected MarketLock Income Plus and you take withdrawals in a Benefit Year that are less than or equal to the Maximum Annual Withdrawal Amount, the Income Credit Percentage on the Benefit Year anniversary is reduced by a percentage calculated as the sum of all withdrawals taken during the preceding Benefit Year, divided by the Income Base, prior to determining the Income Base for the next Benefit Year. If you take a withdrawal that is greater than the Maximum Annual Withdrawal Amount in the preceding Benefit Year, the Income Credit is equal to zero. If you elected MarketLock For Life Plus, the Income Credit may only be added to the Income Base if no withdrawals are taken in a Benefit Year.

Feature	Income Credit Percentage
MarketLock Income Plus (contracts issued on or after 5/4/09)	6% (reduced for withdrawals up to the Maximum Annual Withdrawal Amount)
MarketLock Income Plus (contracts issued between 5/1/08 and 5/1/09)	7% (reduced for withdrawals up to the Maximum Annual Withdrawal Amount)
MarketLock For Life Plus (contracts issued on or after 5/4/09)	6% (0% in years withdrawals are taken)
MarketLock For Life Plus +7% Option	7% (0% in years withdrawals are taken)
MarketLock For Life Plus +6% Option	6% (0% in years withdrawals are taken)

Seventh, we determine the Maximum Annual Withdrawal Amount, which represents the maximum amount that may be withdrawn each Benefit Year following the Effective Date without reducing the Income Base, and if applicable, the Income Credit Base. The Maximum Annual Withdrawal Amount is calculated by multiplying the Income Base by the applicable Maximum Annual Withdrawal Percentage shown in the tables above.

Finally, we determine the Excess Withdrawals which are withdrawals in excess of the Maximum Annual Withdrawal Amount. We define Excess Withdrawals as any portion of a withdrawal that causes the total withdrawals in a Benefit Year to exceed the Maximum Annual Withdrawal Amount, including but not limited to any withdrawal in a contract year taken after the Maximum Annual Withdrawal Amount has been withdrawn.

How can the Income Base and Income Credit Base be increased?

On each Benefit Year anniversary during an Income Base Evaluation Period, we determine if the Income Base should be increased based on the maximum Anniversary Value or any available Income Credit.

Maximum Anniversary Value equals the highest Anniversary Value on any Benefit Year anniversary occurring during an Income Base Evaluation Period. On each Benefit Year anniversary during an Income Base Evaluation Period, the Income Base is automatically increased to the Anniversary Value 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 Income Credit, if any; and

(c)

is all previous Anniversary Values during any Income Base Evaluation Period.

On each Benefit Year anniversary during the Income Credit Period, we determine the amount to which the Income Credit Base and/or the Income Base could increase. The components used to determine this amount are:

(a)

the Income Base calculated based on the maximum Anniversary Value; and

(b)

the current Income Base plus the Income Credit.

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

Increases to your Income Base and Income Credit Base occur on Benefit Year anniversaries as described above. However, Eligible Purchase Payments can increase your Income Base and Income Credit Base at the time they are received. Your Income Base and Income Credit Base will not increase even if your contract value is higher on days other than the Benefit Year anniversaries.

The Income Credit Base is increased each time subsequent Eligible Purchase Payments are made. During the Income Credit Period, the Income Credit Base also increases when the Income Base is increased as a result of a maximum Anniversary Value being achieved that is greater than both the current Income Base and all previous maximum Anniversary Values. The Income Credit Base is decreased each time an Excess Withdrawal is taken, in the same proportion by which the contract value is reduced by the Excess Withdrawal. The Income Base and Income Credit Base are not used in the calculation of the contract value or any other benefits under the contract.

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

Other than adjustments made for Excess Withdrawals, the Income Base and Income Credit Base can only be adjusted upwards, and subsequent lower Anniversary Values during the Income Base Evaluation Period will not result in a lower Income Base or lower Income Credit Base.

If you elected MarketLock Income Plus or MarketLock For Life Plus on or after May 4, 2009, the Income Base can also be increased to at least the Minimum Income Base on the 12th Benefit Year anniversary provided no withdrawals are taken prior to that anniversary. If you are eligible for the Minimum Income Base, the Income Base on the 12th Benefit Year anniversary is the greater of (a) and (b), where:

(a)

is the current Income Base, or if the First and Subsequent Extensions were elected, the Income Base calculated based on the maximum Anniversary Value; and

(b)

is the Minimum Income Base.

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

(a)

is the current Income Base, or if extension was elected, the Income Base calculated based on the maximum 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 eligible for the Minimum Income Base and for MarketLock Income Plus only, if the First Extension is elected, the Income Credit Base is the greatest of (a), (b) and (c), where:

(a)

is the Income Base calculated based on the maximum 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 Base impact the Maximum Annual Withdrawal Amount?

Increases in the Income Base

In any Benefit Year where Eligible Purchase Payments are allocated to your contract, any remaining withdrawals of the Maximum Annual Withdrawal Amount will be based on the increased Maximum Annual Withdrawal Amount reduced by withdrawals previously taken in that Benefit Year. If the Income Base is increased on a Benefit Year anniversary, the Maximum Annual Withdrawal Amount will be recalculated

on that Benefit Year anniversary by multiplying the increased Income Base by the applicable Maximum Annual Withdrawal Percentage.

Decreases in the Income Base

Excess Withdrawals reduce Your Income Base on the date the Excess Withdrawal occurs. Any Excess Withdrawal in a Benefit Year reduces the Income Base in the same proportion by which the contract value is reduced by the Excess Withdrawal. Please see “What are the effects of withdrawals on MarketLock Income Plus and MarketLock For Life Plus?” below. As a result of a reduction of the Income Base, the new Maximum Annual Withdrawal Amount will be equal to the reduced Income Base multiplied by the applicable Maximum Annual Withdrawal Percentage. The last recalculated Maximum Annual Withdrawal Amount in a given Benefit Year is available for withdrawal at the beginning of the next Benefit Year and may be lower than your previously calculated Maximum Annual Withdrawal Amount. When the contract value is less than the Income Base, Excess Withdrawals will reduce the Income Base by an amount which is greater than the amount of the Excess Withdrawal. In addition, no Income Credit will be added to the Income Base in that Benefit Year.

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

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

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

You should not elect this feature if you plan to take Excess Withdrawals since those withdrawals may significantly reduce or eliminate the value of the feature. In addition, if you have elected MarketLock For Life Plus and you plan to take withdrawals in any year during the Income Credit Period, an Income Credit will not be added to your Income Base on that contract anniversary.

The impact of withdrawals and the effect on certain components of MarketLock Income Plus and MarketLock For Life Plus are further explained below:

Income Base and Income Credit Base: If the sum of withdrawals in any Benefit Year exceeds the Maximum Annual Withdrawal Amount, the Income Base and Income Credit Base will be reduced for those withdrawals. For each Excess Withdrawal taken, the Income Base and Income Credit Base are reduced in the same proportion by which the contract value is reduced by each Excess Withdrawal. Since Excess Withdrawals reduce the Income Credit Base, it will result in the reduction of the amount of the Income Credit available in subsequent Benefit Years during the Income Credit Period.

Maximum Annual Withdrawal Amount: The Maximum Annual Withdrawal Amount is recalculated each time there is a change in the Income Base. Accordingly, if the sum of withdrawals in any contract year does not exceed the Maximum Annual Withdrawal Amount for that year, the Maximum Annual Withdrawal Amount will not change for the next year unless your Income Base is increased (as described above under “How are the components for MarketLock Income Plus and MarketLock For Life Plus calculated?”). If you take an Excess Withdrawal, the Maximum Annual Withdrawal Amount will be recalculated by multiplying the reduced Income Base by the existing Maximum Annual Withdrawal Percentage. This recalculated Maximum Annual Withdrawal Amount is available for withdrawal at the beginning of the next Benefit Year and may be lower than your previous Maximum Annual Withdrawal Amount.

Please remember that all withdrawals, including withdrawals taken under this feature, reduce your contract value and your death benefit and may reduce other benefits under the contract. In addition, withdrawals under this feature will reduce the penalty-free withdrawal amount and may be subject to applicable withdrawal charges if in excess of the Maximum Annual Withdrawal Amount.

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

The fee for each feature depends on whether you elect to cover one life or two lives and when you purchased your contract, as follows:

Feature	Number of Covered Persons	Annualized Fee
MarketLock Income Plus (contracts issued on or after 5/1/09)	One Two	1.10% 1.35%
MarketLock Income Plus (contracts issued between 5/1/08 and 4/30/09)	One Two	0.95% 1.20%
MarketLock For Life Plus (contracts issued on or after 5/4/09)	One Two	0.95% 1.25%
MarketLock For Life Plus 7% Option	One Two	0.75% 1.00%
MarketLock For Life Plus 6% Option	One Two	0.65% 0.90%

The fee will be calculated and deducted quarterly from your contract value, starting on the first quarter following the Effective Date and ending upon termination of the feature. Once you elect a feature, you will be assessed a non-refundable fee regardless of whether or not you take any withdrawals and/or receive any lifetime annuity income payments under the feature.

For contracts issued in Oregon, Texas and Washington, the entire fee will be deducted from the portion of your contract value allocated to the Variable Portfolios.

An increase in the Income Base due to an adjustment to a higher Anniversary Value, addition of an Income Credit, or subsequent Eligible Purchase Payments will result in an increase to the dollar amount of the fee.

If your contract value falls to zero before the feature has been terminated, fees will no longer be deducted. We will not assess the quarterly fee if you annuitize your contract or if a death benefit is paid before the end of a contract quarter. If the feature is still in effect while your contract value is greater than zero and you surrender your contract, we will assess a pro-rata charge for the fee if you surrender your contract before the end of a contract quarter. The pro-rata charge is calculated by multiplying the full quarterly fee by the number of days between the date the fee was last assessed and the date of surrender divided by the number of days in that contract quarter.

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

MarketLock Income Plus

Yes, after the initial Income Base Evaluation Period and initial Income Credit Period you may elect to extend both the Income Base Evaluation Period and Income Credit Period for two additional 5 year periods (one additional 5 year period if you elected MarketLock Income Plus on or after May 4, 2009), as long as you have not elected to cancel the feature, and the age of the Covered Person or

younger of two Covered Persons is 85 or younger at the time of extension (“First Extension and Second Extension”).

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

If your contract was issued on or after May 4, 2009 and you have already elected the First Extension and you are at least age 86 but younger than 90, you may elect a Subsequent Extension with the final evaluation occurring prior to your 91st birthday. As a result, your final extension will be for a period of less than 5 years (“Reduced Evaluation Period”).

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

The fee and investment requirements of the feature may change at the time of extension and may be different than when you initially elected the feature. We guarantee that the current fee as reflected in the Fee Table above will not increase by more than 0.25% at the time of First Extension.

If you do not elect the First Extension and the Second Extension, if applicable, Subsequent Extensions are no longer available for election and the Income Base and Income Credit Base, if applicable, will not be adjusted for higher Anniversary Values or Income Credits on subsequent contract anniversaries. However, you can continue to take the Maximum Annual Withdrawal Amount in effect at the end of the last Income Base Evaluation Period. The Income Base is subject to adjustments for Excess Withdrawals. You will continue to pay the fee at the rate that was in effect during the last Income Base Evaluation Period and you will not be permitted to extend the Income Base Evaluation Period in the future. If you have not taken any withdrawals prior to the 12th Benefit Year anniversary (10th Benefit Year anniversary if elected on or after May 1, 2009), your Income Base will be eligible to be increased to the Minimum Income Base even if you have not elected the First Extension.

MarketLock For Life Plus

Depending on when your contract was issued, you may be able to extend the initial Income Base Evaluation Period and the initial Income Credit Period.

If your contract was issued between May 1, 2008 and May 1, 2009, there is an option to extend only the Income Base Evaluation Period as long as the feature is in effect and the age of the Covered Person or younger of two Covered Persons is age 85 or younger at the time of extension. If you elect to extend the Income Base Evaluation Period, the Income Base can continue to be adjusted upward as described above on each anniversary during the new Income Base Evaluation Period which is a period of 5 years. However, you may not elect to extend the Income Credit period beyond the initial 10 years.

Prior to the end of the initial Income Base Evaluation Period and prior to the end of each evaluation period you elect to extend, we will notify you of the terms of the next extension in writing. We will provide you with an extension election form prior to the end of each evaluation period you extend. If you elect to extend the evaluation period(s), you must complete the election form and return it to us or advise us as to your intent to extend in a method acceptable to us.

The fee and investment requirements of the feature may change at the time of extension and may be different than when you initially elected the feature.

If you do not contact us at the end of each Income Base Evaluation Period to extend the Income Base Evaluation Period, an extension will no longer be available and the Income Base will not be adjusted for higher Anniversary Values on subsequent contract anniversaries. However, you can continue to take the Maximum Annual Withdrawal Amount in effect at the end of the last Income Base Evaluation Period. The Income Base is subject to adjustments for Excess Withdrawals. You will continue to pay the fee at the rate that was in effect during the last Income Base Evaluation Period and you will not be permitted to extend the Income Base Evaluation Period in the future.

If your contract was issued on or after May 4, 2009, you may elect to extend both the Income Base Evaluation Period and Income Credit Period for an additional 5 year period after the end of the initial Income Base Evaluation Period and initial Income Credit Period, as long as you have not elected to cancel the feature, and the age of the Covered Person or younger of two Covered Persons is 85 or younger at the time of extension (“First Extension”).

After election of the First Extension, as long as you have not elected to cancel the feature and the age of the Covered Person or younger of two Covered Persons is 85 or younger at the time of the next extension, you may elect to extend only the Income Base Evaluation Period for additional 5 year periods (“Subsequent Extensions”).

If you have already elected the First Extension and you are at least age 86 but younger than 90, you may elect a Subsequent Extension with the final evaluation occurring

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

Prior to the end of the initial Income Base Evaluation Period and initial Income Credit Period, and prior to the end of each Income Base Evaluation Period you elect to extend thereafter, we will inform you of the terms of the next extension in writing. We will provide you with an extension election form at least 30 days prior to the end of each evaluation period. If you elect to extend the evaluation period, you must complete the election form and return it to us or advise us as to your intent to extend in a method acceptable to us. In order to extend the evaluation period, you must contact us no later than 30 days after the end of the current evaluation period.

The fee and investment requirements of the feature may change at the time of extension and may be different than when you initially elected the feature. We guarantee that the current fee as reflected in the Fee Table above, will not increase by more than 0.25% at the time of First Extension.

If you do not elect the First Extension, Subsequent Extensions are not available for election and the Income Base will not be adjusted for higher Anniversary Values on subsequent Benefit Year anniversaries. However, you can continue to take the Maximum Annual Withdrawal Amount in effect at the end of the last Income Base Evaluation Period. The Income Base is subject to adjustments for Excess Withdrawals. You will continue to pay the fee at the rate that was in effect during the last Income Base Evaluation Period and you will not be permitted to extend the Income Base Evaluation Period in the future. If you have not taken any withdrawals prior to the 12th Benefit Year anniversary, your Income Base will be eligible to be increased to the Minimum Income Base even if you have not elected the First Extension.

Please see ADDITIONAL INFORMATION APPLICABLE TO MARKETLOCK INCOME PLUS, MARKETLOCK FOR LIFE PLUS and MARKETLOCK FOR LIFE below for more information regarding these Living Benefits.

Marketlock For Life

When and how may I elect MarketLock For Life?

You may elect MarketLock For Life at the time of contract issue (the “Effective Date”). You cannot elect this feature if you elect any other optional Living Benefit. You may elect to have the feature cover only your life or the lives of both you and your spouse. We refer to the person or persons whose lifetime withdrawals are guaranteed under MarketLock For Life as the “Covered Person(s).” There are age parameters applicable to this feature which determine whether you can elect the feature and who can qualify as a Covered Person. If the contract is not owned by a natural person, references to Owner(s) apply to the Annuitants. The tables below provide the age requirement for electing

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

If you elect one Covered Person:

	Covered Person
	Minimum Age	Maximum Age(1)
One Owner	45	80
Joint Owners (based on the age of the older Owner)	45	80

If you elect two Covered Persons:

	Covered Person #1		Covered Person #2
	Minimum Age	Maximum Age(1)	Minimum Age	Maximum Age(1)
Non-Qualified: Joint Owners	45	80	45	85
Non-Qualified: One Owner with Spousal Beneficiary	45	80	45	N/A(2)
Qualified: One Owner with Spousal Beneficiary	45	80	45	N/A(2)

(1) The age requirements for optional death benefits and other optional features may be different than those listed here. You must meet the age requirement for those features in order to elect them.

(2) Not applicable because feature availability is based on the younger Covered Person. The spousal beneficiary’s age is not considered in determining the maximum issue age of the second Covered Person.

How does MarketLock For Life work?

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

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

What determines the amount I can receive each year?

The Maximum Annual Withdrawal Percentage represents the percentage of your Income Base used to calculate the Maximum Annual Withdrawal Amount that you may withdraw each Benefit Year without decreasing your Income Base. The Maximum Annual Withdrawal Percentage is determined by the age of the Covered Person(s) at the time of the first withdrawal as shown in the table below.

One Covered Person

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

Age of the Covered Person at Time of First Withdrawal	Maximum Annual Withdrawal Percentage
At least age 45 but prior to 65th birthday	4% of Income Base
At least age 65 but prior to 76th birthday	5% 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 is applicable:

Age of the Younger Covered Person or Surviving Covered Person at Time of First Withdrawal	Maximum Annual Withdrawal Percentage
At least age 45 but prior to 65th birthday	4% of Income Base
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 MarketLock For Life?

As long as you have not elected to cancel the feature, we require that you allocate your investments in accordance with the investment requirements. Please see Investment Requirements for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for investment requirements associated with this optional Living Benefit.

Your allocation instructions accompanying any Purchase Payment as well as your target allocations if you invest in a DCA Fixed Account must comply with the investment requirements, described provided under Investment Requirements for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT, in order for your application or subsequent Purchase Payment(s) allocation instructions to be considered in Good Order. We will automatically enroll you in the Automatic Asset Rebalancing Program with quarterly rebalancing. If rebalancing instructions are not provided, we will align your rebalancing allocations with your Purchase Payment instructions, or if using a DCA Fixed Account, your target DCA instructions. We require quarterly rebalancing because market performance and transfer and withdrawal activity may result in your contract’s allocations going outside these requirements. Quarterly rebalancing will ensure that your allocations will continue to comply with the investment requirements for this feature.

We will initiate rebalancing in accordance with your most current and compliant Automatic Asset Rebalancing instructions on file, after any transfer you initiate, or any withdrawal you initiate. Because automatic transfers and/or systematic withdrawals will not result in rebalancing before the next automatic quarterly rebalancing occurs, if you make a transfer, you must provide updated rebalancing instructions. If you do not provide new rebalancing instructions at the time you make a transfer, we will change your ongoing rebalancing instructions to reflect the percentage allocations among the new Variable Portfolios and/or 1-year Fixed Account, if available, resulting from your transfer (“Default Rebalancing Instructions”). If at any point, for any reason, your rebalancing instructions would result in allocations inconsistent with the investment requirements, we will revert to the last compliant instructions on file. You can modify your rebalancing instructions, as long as they are consistent with the investment requirements, at any time by calling the Annuity Service Center.

The investment requirements may reduce the need to rely on the guarantees provided by this Living Benefit because they allocate your investment across asset classes and potentially limit market volatility. As a result, you may have better or worse investment returns by allocating your investments more aggressively. We may revise the investment requirements for any existing contract to the extent

Variable Portfolios and/or Fixed Accounts are added, deleted, substituted, merged or otherwise reorganized. We will promptly notify you in writing of any changes to the investment requirements due to additions, deletions, substitutions, mergers or reorganizations.

How are the components for MarketLock for Life calculated?

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

100% of Purchase Payments received during the first contract year; and

Any Purchase Payments made in contract years 2-5 in excess of the annual cap amount as well as all Purchase Payments received after the 5th contract year are considered Ineligible Purchase Payments. We will not accept subsequent Purchase Payments after the 5th contract year if you elected the Living Benefit. The calculation of Eligible Purchase Payments does not include any Payment Enhancements, if applicable, and spousal continuation contribution, if any; however, Payment Enhancements, if applicable, and continuation contribution, if any are included in the calculation of Anniversary Value, as defined below. Please see SPOUSAL CONTINUATION below. Total Eligible Purchase Payments are limited to $1,500,000 without prior Company approval.

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

Third, we determine the Anniversary Value which equals your contract value on any contract anniversary during the Income Base Evaluation Period minus any Ineligible Purchase Payments.

Fourth, we determine the Income Base which initially is equal to the first Eligible Purchase Payment. Each year following the Effective Date is a Benefit Year. Only on each Benefit Year anniversary do we determine if the Income Base should be increased based on cumulative Eligible Purchase Payments or the highest Anniversary Value. The calculation and components of this determination are detailed below.

Fifth, we determine the Maximum Annual Withdrawal Amount, which represents the maximum amount that may be withdrawn each Benefit Year following the Effective Date without reducing the Income Base. The Maximum Annual Withdrawal Amount is calculated by multiplying the Income Base by the applicable Maximum Annual Withdrawal Percentage shown in the tables above.

How can the Income Base be increased?

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

(a)

is the cumulative Eligible Purchase Payments; and

(b)

is the current Income Base; and

(c)

is all previous Anniversary Values during any Income Base Evaluation Period.

Increases to your Income Base occur on Benefit Year anniversaries as described above. However, Eligible Purchase Payments can increase your Income Base at the time they are received. Your Income Base will not increase even if your contract value is higher on days other than the Benefit Year anniversaries.

What is the fee for MarketLock For Life?

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

All years in which the feature is in effect	Annualized Fee
For One Covered Person	0.70% of Income Base
For Two Covered Persons	0.95% of Income Base

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

An increase in the Income Base due to an adjustment to a higher Anniversary Value, or subsequent Eligible Purchase Payments will result in an increase to the dollar amount of the fee. The fee of the feature may change at the time of extension and may be different than when you initially elected the feature.

If your contract value falls to zero before the feature has been terminated, fees will no longer be deducted. We will not assess the quarterly fee if you annuitize your contract before the end of a contract quarter. If the feature is still in effect while your contract value is greater than zero, and you surrender your contract, we will assess a pro-rata charge for the fee if you surrender your contract before the end of a contract quarter. The pro-rata charge is calculated by multiplying the prior fee by the number of days between the date the fee was last assessed and the date of surrender divided by the number of days in a contract quarter.

What are the effects of withdrawals on MarketLock For Life?

The Maximum Annual Withdrawal Amount and the Income Base may change over time as a result of the timing and amount of withdrawals.

Withdrawals during a contract year that in total are less than or equal to the Maximum Annual Withdrawal Amount will not reduce the Income Base. However, if you choose to take less than the Maximum Annual Withdrawal Amount in any contract year, you may not carry over the unused amount into subsequent years. Your Maximum Annual Withdrawal Amount in any year will not be recalculated solely as a result of taking less than the entire Maximum Annual Withdrawal Amount in the prior year. Please note that if you delay taking withdrawals for too long, you may limit the number of remaining years (due to your life expectancy) in which you may take withdrawals.

You should not elect this feature if you plan to take Excess Withdrawals since those withdrawals may significantly reduce or eliminate the value of the feature.

The impact of withdrawals and the effect on each component of MarketLock For Life are further explained below:

Income Base: If the sum of withdrawals in any Benefit Year exceeds the Maximum Annual Withdrawal Amount, the Income Base will be reduced for those withdrawals.

For each Excess Withdrawal taken, the Income Base is reduced in the same proportion by which the contract value is reduced by the amount in excess of the Maximum Annual Withdrawal Amount. This means that the reduction in the Income Base could be more or less than a dollar-for-dollar reduction.

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

All withdrawals, including withdrawals taken under this feature, reduce your contract value and your death benefit and may impact other provisions of your contract. In addition, withdrawals under this feature will reduce the penalty-free withdrawal amount and may be subject to applicable withdrawal charges if in excess of the Maximum Annual Withdrawal Amount. The sum of withdrawals in any Benefit Year up to the Maximum Annual Withdrawal Amount will not be assessed a withdrawal charge. Please see ACCESS TO YOUR MONEY above and EXPENSES below.

Can I extend the Income Base Evaluation Period beyond 5 years?

After the initial Income Base Evaluation Period, you may elect to extend the Income Base Evaluation Period for an additional 5 year period, as long as you have not elected to cancel the feature, and the age of the Covered Person or younger of two Covered Persons is 85 or younger at the time of extension (“First Extension”).

After election of the First Extension, as long as you have not elected to cancel the feature and the age of the Covered Person or younger of two Covered Persons is 85 or younger at the time of the next extension, you may elect to extend the Income Base Evaluation Period for additional 5 year periods (“Subsequent Extensions”).

If you have already elected the First Extension and you are at least age 86 but younger than 90, you may elect a Subsequent Extension with the final evaluation occurring prior to your 91st birthday. As a result, your final extension will be for a period of less than 5 years (“Reduced Evaluation Period”).

Prior to the end of each Income Base Evaluation Period you elect to extend, we will inform you of the terms of the next extension in writing. We will provide you with an extension election form at least 30 days prior to the end of each Income Base Evaluation Period. If you elect to extend the feature, you must complete the election form and return it to us or advise us as to your intent to extend in a method acceptable to us. In order to extend the evaluation period, you must contact us no later than 30 days after the end of the current evaluation period.

The fee and investment requirements of the feature may change at the time of extension and may be different than when you initially elected the feature. We guarantee that the current fee as reflected in the Fee Table above, will not increase by more than 0.25% at the time of First Extension.

If you do not elect the First Extension, Subsequent Extensions are no longer available for election and the Income Base will not be adjusted for higher Anniversary Values on subsequent Benefit Year Anniversaries. However, you can continue to take the Maximum Annual Withdrawal Amount in effect at the end of the last Income Base Evaluation Period. The Income Base is subject to adjustments for Excess Withdrawals. You will continue to pay the fee at the rate that was in effect during the last Income Base Evaluation Period and you will not be permitted to extend the Income Base Evaluation Period in the future. We also reserve the right to modify MarketLock For Life at the time of extension for existing contracts as indicated above.

Please see ADDITIONAL IMPORTANT INFORMATION APPLICABLE TO MARKETLOCK INCOME PLUS, MARKETLOCK FOR LIFE PLUS and MARKETLOCK FOR LIFE below for more information these Living Benefits.

Additional important information ABOUT MARKETLOCK INCOME PLUS,
MARKETLOCK FOR LIFE PLUS AND MARKETLOCK FOR LIFE

The following provides additional information applicable to these optional Living Benefits.

What happens if the contract value is reduced to zero?

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

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

If the contract value is reduced to zero, the contract’s other benefits will be terminated. You may no longer make subsequent Purchase Payments or transfers, and no death benefit or future annuity income payments are available. Therefore, you should be aware that, particularly during times of unfavorable investment performance, withdrawals taken under the Living Benefit may reduce the contract value to zero and eliminate any other benefits of the contract.

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

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

Any payment option mutually agreeable between you and us.

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

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

What happens to my Living Benefit upon a spousal continuation?

If there is one Covered Person and that person dies, the surviving spousal joint owner or spousal beneficiary may elect to:

Make a death claim if the contract value is greater than zero which terminates the Living Benefit and the contract; or

Continue the contract if the contract value is greater than zero, without the Living Benefit and its corresponding fee.

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

Make a death claim if the contract value is greater than zero, which terminates the Living Benefit and the contract; or

Continue the contract with the Living Benefit and its corresponding fee.

The components of the Living Benefit in effect at the time of spousal continuation will not change. The surviving Covered Person can elect to receive withdrawals in accordance with the provisions of the Living Benefit elected based on the age of the younger Covered Person at the time the first withdrawal was taken. If no withdrawals were taken prior to the spousal continuation, the Maximum Annual Withdrawal Percentage will be based on the age of the surviving Covered Person at the time the first withdrawal is taken.

If spousal continuation occurs during the Income Base Evaluation Period and/or Income Credit Period, if applicable, the Continuing Spouse will continue to receive any increases to the Income Base during the remaining Income Base Evaluation Period and/or Income Credit Period, if applicable.

If you have elected MarketLock Income Plus or MarketLock For Life Plus on or after May 1, 2009, the Continuing Spouse is eligible to receive the Minimum Income Base if no withdrawals have been taken during the first 12 Benefit Years following the Effective Date. Please see “Is there an additional guarantee if I delay taking withdrawals?”

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

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

Can a non-spousal Beneficiary elect to receive any remaining benefits under my Living Benefit upon the death of the second spouse?

No. Upon the death of the Covered Person(s), if the contract value is greater than zero, a non-spousal beneficiary must make an election under the death benefit provisions of the contract, which terminates the Living Benefit.

What happens to my Living Benefit upon the Latest Annuity Date?

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

Annuitize the contract value under the contract’s annuity provisions; or

Elect to receive the current Maximum Annual Withdrawal Amount on the Latest Annuity Date divided equally and paid on a monthly, quarterly, semi-annual or annual frequency as selected by you until the date of death of the Covered Person(s); or

Any payment option mutually agreeable between you and us.

If you do not elect an option listed above, on the Latest Annuity Date, we may annuitize the contract value in accordance with Annuity Income Option 3, as described in ANNUITY INCOME OPTIONS below. At that point, the Accumulation Phase of your contract ends and the Income Phase begins.

Can I elect to cancel my Living Benefit?

The Living Benefit may be cancelled by you on the 5th Benefit Year anniversary, the 10th Benefit Year anniversary, or any Benefit Year anniversary after the 10th Benefit Year anniversary. Once you elect to cancel the Living Benefit, you will no longer be charged a fee after the

cancellation is effective and the guarantees under the Living Benefit are terminated. In addition, the investment requirements for Living Benefit will no longer apply to your contract. You may not extend the Income Base Evaluation Period or Income Credit Period, if applicable, and you may not re-elect or reinstate the Living Benefit after cancellation.

If there are two Covered Persons, upon the death of the first Covered Person, the surviving Covered Person (generally, the Continuing Spouse) may cancel the Living Benefit on the 5th Benefit Year anniversary, the 10th Benefit Year anniversary, or any Benefit Year anniversary after the 10th Benefit Year anniversary following the death of the first Covered Person. Once the surviving Covered Person elects to cancel the feature, the fee will no longer be charged and the guarantees under the Living Benefit will be terminated. In addition, the investment requirements for the Living Benefit will no longer apply to the contract. The surviving Covered Person may not extend the Income Base Evaluation Period or Income Credit Period, if applicable, and may no longer re-elect or reinstate the Living Benefit after cancellation.

Are there circumstances under which my Living Benefit will automatically terminate?

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

Annuitization of the contract; or

Termination or surrender of the contract; or

A death benefit is paid and the contract is terminated; or

Excess Withdrawals reduce the contract value to zero; or

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

A change that removes all Covered Persons from the contract except as noted below and under “Are there circumstances under which guaranteed withdrawals for two Covered Persons, if elected, terminate for one of the Covered Persons?”

If a change of ownership occurs from a natural person to a non-natural entity, the original natural Owner(s) must also be the Annuitant(s) after the ownership change to prevent termination of the Living Benefit. A change of ownership from a non- natural entity to a natural person can only occur if the new natural Owner(s) was the original natural Annuitant(s) in order to prevent termination of the Living Benefit. Any ownership change is contingent upon prior review and approval by the Company.

Are there circumstances under which guaranteed withdrawals for two Covered Persons, if elected, terminate for one of the Covered Persons?

Under any of the following circumstances, the Living Benefit will provide a guarantee for one Covered Person and not the lifetime of the other Covered Person:

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

The original spousal joint Owners or spousal beneficiary, who are the Covered Persons, are no longer married at the time of death of the first spouse.

Under these circumstances, the fee for the Living Benefit based on two Covered Persons remains unchanged and the guaranteed withdrawals based on two Covered Persons are payable for one Covered Person only. However, the remaining Covered Person may choose to terminate the feature as described under “Can I elect to cancel my Living Benefit feature?” above.

We also reserve the right to modify the Living Benefits at the time of extension for existing contracts as indicated above.

MarketLock and MarketLock For Two

MarketLock and MarketLock For Two are optional guaranteed minimum withdrawal benefits that guarantee an income stream based on Purchase Payments made during the first two contract years and only guarantee lifetime withdrawals in the manner described below. These features may not be appropriate if you plan to make ongoing Purchase Payments, such as with contributory IRA’s or tax-qualified plans.

Withdrawals under the features are treated like any other withdrawal for the purpose of calculating taxable income, deducting applicable withdrawal charges, and reducing the contract value, penalty-free withdrawal amounts and all other benefits, features and conditions of your contract.

Any withdrawals taken may be subject to a 10% IRS tax penalty if you are under age 59½ at the time of the withdrawal. For information about how the feature is treated for income tax purposes, you should consult a qualified tax advisor concerning your particular circumstances. If you take required minimum distributions and have elected this feature, your distributions must be set up on the automated minimum distribution withdrawal program administered by our Annuity Service Center. In addition, if you have a Qualified contract, tax law and the terms of the plan may restrict withdrawal amounts.

MarketLock

For contracts issued prior to May 1, 2006, MarketLock guarantees the Maximum Anniversary Value (MAV) can be taken during the first 10 years of the contract through a series of withdrawals. In addition, for contracts issued on or

after May 1, 2006, if the owner begins withdrawals after age 65, the withdrawal amount is guaranteed to last for life.

MarketLock Summary Table:

Time of First Withdrawal	Maximum Annual Withdrawal Percentage* prior to any Extension	Initial Minimum Withdrawal Period prior to any Extension	Maximum Annual Withdrawal Percentage if Extension is Elected
Before 5th Benefit Year anniversary	5%	20 years	5%
On or after 5th Benefit Year anniversary	7%	14.28 years	7%
On or after 10th Benefit Year anniversary	10%	10 years	7%
On or after 20th Benefit Year anniversary	10%	10 years	10%
On or after the older contract owner’s 65th birthday**	5%	Life of the older contract owner	5%

For the purposes of complying with the Maximum Annual Withdrawal Percentage, the amount of the withdrawal would include any charges applicable to the withdrawal. If you are taking required minimum distributions (“RMD”) from the contract, and the portion of the RMD amount based on this contract only is greater than the Maximum Annual Withdrawal Amount, that portion of the withdrawal will not be treated as an excess withdrawal. Any portion of a RMD withdrawal that is based on amounts greater than this contract alone will be considered an excess withdrawal. This will result in cancellation of the lifetime withdrawals and may further reduce your Maximum Annual Withdrawal Amount, MAV Benefit Base, and remaining Minimum Withdrawal Period. If you must take RMD from this contract and want to ensure that these withdrawals will not permanently reduce future withdrawal amounts, your total distribution(s) during the current contract year must not exceed the greater of the Maximum Annual Withdrawal Amount under the Living Benefit or the RMD amount as calculated by our Annuity Service Center. If you are purchasing this contract by transferring from another IRA and plan to immediately utilize this feature to satisfy RMD, you should take the current year required withdrawal prior to moving your money to this contract since we can only provide one RMD withdrawal per contract year (which may cross over two tax years). Further, if the RMD basis for this tax year was calculated by the investment company from which you are transferring your investment and it is greater than the amount transferred to this contract, we cannot systematically calculate and support the RMD basis. Therefore, you should take the RMD before transferring your investment. Please see “How are the components for MarketLock and MarketLock For Two calculated?” below.

For contracts issued on or after May 1, 2006, lifetime withdrawals are available so long as your first withdrawal is taken on or after age 65 and withdrawals do not exceed the 5% Maximum Annual Withdrawal Percentage indicated above. If withdrawals exceed the 5% Maximum Annual Withdrawal Percentage in any Benefit Year (other than for RMD amounts for this contract that are greater than the Maximum Annual Withdrawal Amount), lifetime withdrawals are no longer available. Instead, available withdrawals are automatically recalculated with respect to the Minimum Withdrawal Period and Maximum Annual Withdrawal Percentage listed in the table above, based on the time of first withdrawal and reduced for withdrawals already taken.

MarketLock For Two Summary Table:

Age of the Younger Spouse at Time of First Withdrawal	Maximum Annual Withdrawal Percentage*
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 based on this contract is greater than the Maximum Annual Withdrawal Amount (defined below), that portion of the withdrawal will not be treated as an excess withdrawal. Any portion of a RMD withdrawal that is based on amounts other than this contract will not be considered a RMD from this contract. Please see “What are the effects of withdrawals on MarketLock and MarketLock For Two?” below.

How are the components for MarketLock and MarketLock For Two calculated?

First, we determine the Eligible Purchase Payments, which include the amount of Purchase Payments received during the first two years after your contract issue date, adjusted for any withdrawals during that period. Any Purchase Payments we receive more than two years after your contract issue date are considered Ineligible Purchase Payments. We will not accept subsequent Purchase Payments after the 2nd contract year if you elected the Living Benefit. The calculation of Eligible Purchase Payments does not include any Payment Enhancements and/or spousal continuation contribution, if any; however, Payment Enhancements and/or spousal continuation contribution, if any; are included in the calculation of Anniversary Values, as defined below. Eligible Purchase Payments are limited to $1.5 million without prior Company approval.

Second, we consider the MAV Evaluation Period, which begins on your contract issue date and ends on your 10th contract anniversary. On the expiration of the MAV Evaluation Period, you may contact us to extend the MAV Evaluation Period for an additional period as discussed further below.

Third, we determine the Anniversary Value which equals the value of your contract on any contract anniversary during the MAV Evaluation Period minus any Ineligible Purchase Payments.

Fourth, we determine the MAV Benefit Base. Initially, the MAV Benefit Base equals the first Eligible Purchase Payment. Thereafter, the MAV Benefit Base is increased each time subsequent Eligible Purchase Payments are made, and adjusted each time any withdrawals (Excess Withdrawals for MarketLock For Two) of contract value are taken. On each contract anniversary throughout the MAV Evaluation Period, the MAV Benefit Base automatically adjusts upwards if the current Anniversary Value is greater than both the current MAV Benefit Base and any previous year’s Anniversary Value. Other than adjustments made for withdrawals (Excess Withdrawals for MarketLock For Two), the MAV Benefit Base will only be adjusted upwards,

and subsequent lower Anniversary Values through the MAV Evaluation Period will not result in a lower MAV Benefit Base.

Fifth, we determine the Maximum Annual Withdrawal Amount, which represents the maximum amount that may be withdrawn each Benefit Year under the features and is an amount calculated by multiplying the current MAV Benefit Base by the applicable Maximum Annual Withdrawal Percentage. The applicable Maximum Annual Withdrawal Percentage differs by feature as follows:

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

MarketLock For Two: The applicable Maximum Annual Withdrawal Percentage is determined based on the younger spouse’s age when you take your first withdrawal.

If the MAV Benefit Base is increased to the current Anniversary Value, the Maximum Annual Withdrawal Amount is recalculated on that contract anniversary by multiplying the new MAV Benefit Base by the applicable Maximum Annual Withdrawal Percentage. If the MAV Benefit Base is increased for Eligible Purchase Payments, the Maximum Annual Withdrawal Amount will be recalculated upon receipt of each Eligible Purchase Payment by multiplying the new MAV Benefit Base by the applicable Maximum Annual Withdrawal Percentage.

Finally, for MarketLock only, we determine the Minimum Withdrawal Period, which is the minimum period over which you may take withdrawals under the feature. The initial Minimum Withdrawal Period is calculated when withdrawals under the Benefit begin and is recalculated when the MAV Benefit Base is adjusted to a higher Anniversary Value by dividing the MAV Benefit Base by the Maximum Annual Withdrawal Amount. The Minimum Withdrawal Periods will be reduced due to Excess Withdrawals.

Can I extend the MAV Evaluation Period beyond 10 years?

Yes, the MAV Evaluation Period may be extended as long as the Benefit is still in effect and the older owner (younger spouse for MarketLock For Two) is age 85 or younger at the time extension is elected. We guarantee that you will be given the opportunity to extend the MAV Evaluation Period under these conditions for at least one additional evaluation period of 10 years. In order to extend the MAV Evaluation Period, you must contact us no later than 30 days before the end of the current MAV Evaluation Period. If you elect to extend the MAV Evaluation Period, the MAV Benefit Base can continue to be adjusted upward as described above on each anniversary during the new MAV Evaluation Period. Please see “How are the

components of MarketLock and MarketLock For Two calculated?” above. Also, if you extend the MAV Evaluation Period, you should note that the components of the feature, such as the fee (and Maximum Annual Withdrawal Percentage for MarketLock), will change to those in effect at the time you elect to extend, which may be different from the components when you initially elected the feature. We will notify you in writing of the terms of the extension at least 30 days prior to the end of the MAV Evaluation Period. Additional MAV Evaluation Periods may be offered at our sole discretion.

If you do not contact us to extend the MAV Evaluation Period, the MAV Benefit Base will no longer be adjusted on subsequent contract anniversaries. However, you can continue to take the Maximum Annual Withdrawal Amount in effect at the end of the last MAV Evaluation Period, subject to adjustments for withdrawals, (Excess Withdrawals for MarketLock For Two). You will continue to pay the fee at the rate that was in effect during the last MAV Evaluation Period and you will not be permitted to extend the MAV Evaluation Period in the future.

What are the fees for MarketLock and MarketLock For Two?

The annualized fee for MarketLock is calculated as 0.65% of the MAV Benefit Base for all years in which the feature is in effect. However, if you elect to extend the MAV Evaluation Period the fee may change at the time of the extension. The fee will be calculated and deducted quarterly from your contract value, starting on the first quarter following your contract issue date and ending upon termination of the Benefit. We will not assess the quarterly fee if you surrender or annuitize your contract before the end of a contract quarter.

The annualized fee for MarketLock For Two for all years in which the feature is in effect, is calculated as 0.40% of the MAV Benefit Base prior to any withdrawal being taken and 0.80% of the MAV Benefit Base after the first withdrawal is taken assessed at the end of the quarter in which the first withdrawal is taken. However, if you elect to extend the MAV Evaluation Period the fee may change at the time of the extension.

An increase in the MAV Benefit Base due to an adjustment to a higher Anniversary Value or due to subsequent Eligible Purchase Payments will result in an increase to the dollar amount of the fee. The fee will be calculated and deducted quarterly from your contract value, starting on the first quarter following your contract issue date and ending upon termination of the Benefit. If your contract value and/or MAV Benefit Base falls to zero before the feature has been terminated, the fee will no longer be deducted. We will not assess the quarterly fee if you surrender or annuitize your contract before the end of a contract quarter.

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

MarketLock

The Maximum Annual Withdrawal Amount, MAV Benefit Base and Minimum Withdrawal Period may change over time as a result of the timing and amounts of withdrawals.

In addition, for contracts issued on or after May 1, 2006, if you elect to begin withdrawals prior to your 65th birthday (if jointly owned, prior to the 65th birthday of the older owner), you will not be eligible to receive lifetime withdrawals. If you begin withdrawals on or after your 65th birthday (older owner’s 65th birthday if jointly owned) and wish to receive lifetime withdrawals, you must withdraw no more than the Maximum Annual Withdrawal Amount which is calculated as 5% of the MAV Benefit Base. Lifetime withdrawals do not change unless the MAV Benefit Base increases due to additional Eligible Purchase Payments or a MAV Benefit Base Step-Up anniversary. If the amount of withdrawals, at any time, exceeds 5% of the MAV Benefit Base in a Benefit Year, you will not receive lifetime withdrawals. However, you can continue to receive withdrawals over the Minimum Withdrawal Period in amounts up to the Maximum Annual Withdrawal Amount as described in the MarketLock Summary Table and under “How are the components for MarketLock and MarketLock for Two calculated?” above, based on when you took your first withdrawal and adjusted for withdrawals already taken.

Total withdrawals in any Benefit Year equal to or less than the Maximum Annual Withdrawal Amount reduce the MAV Benefit Base by the amount of the withdrawal. Withdrawals in excess of the Maximum Annual Withdrawal Amount are considered Excess Withdrawals. We define Excess Withdrawals as either: 1) any portion of a withdrawal that causes the total withdrawals in a Benefit Year to exceed the Maximum Annual Withdrawal Amount; or 2) any withdrawal in a Benefit Year taken after the Maximum Annual Withdrawal Amount has been withdrawn. Excess Withdrawals will reduce the MAV Benefit Base by the greater of: (a) the amount of the Excess Withdrawal; or (b) the relative size of the Excess Withdrawal in relation to the contract value prior to the Excess Withdrawal, as described below. This means that if contract value is less than the MAV Benefit Base, withdrawals greater than the Maximum Annual Withdrawal Amount will result in a proportionately greater reduction of the MAV Benefit Base (as described below), which will be more than the amount of the withdrawal itself. This will also reduce your Maximum Annual Withdrawal Amount. The impact of

withdrawals and the effect on each component of MarketLock are further explained below:

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

(1)

If the withdrawal does not cause total withdrawals in the Benefit Year to exceed the Maximum Annual Withdrawal Amount, the MAV Benefit Base will be reduced by the amount of the withdrawal;

(2)

Excess Withdrawals reduce the MAV Benefit Base as follows:

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

(a)

is the MAV Benefit Base immediately prior to the withdrawal minus the amount of the Excess Withdrawal, or;

(b)

is the MAV Benefit Base immediately prior to the withdrawal reduced in the same proportion by which the contract value is reduced by the amount of the Excess Withdrawal.

Maximum Annual Withdrawal Amount: If the sum of withdrawals in a Benefit Year does not exceed the Maximum Annual Withdrawal Amount for that Benefit Year, the Maximum Annual Withdrawal Amount will not change for the next Benefit Year unless your MAV Benefit Base is adjusted upward. If total withdrawals in a Benefit Year exceed the Maximum Annual Withdrawal Amount, the Maximum Annual Withdrawal Amount will be recalculated on the next contract anniversary. The new Maximum Annual Withdrawal Amount will equal the new MAV Benefit Base after any withdrawals on that contract anniversary, divided by the new Minimum Withdrawal Period on that contract anniversary. On that contract anniversary, the new Maximum Annual Withdrawal Amount may be lower than your previous Maximum Annual Withdrawal Amount.

Minimum Withdrawal Period: On each contract anniversary, a new Minimum Withdrawal Period is calculated as shown in the table below.

The Amount Withdrawn in a Benefit Year	Effect on Minimum Withdrawal Period
Amounts up to the Maximum Annual Withdrawal Amount	New Minimum Withdrawal Period = the MAV Benefit Base (which includes a deduction for any previous withdrawal), divided by the current Maximum Annual Withdrawal Amount
Amounts in excess of the Maximum Annual Withdrawal Amount	New Minimum Withdrawal Period = the Minimum Withdrawal Period as of the prior contract anniversary minus one year

MarketLock For Two

Any withdrawals in a Benefit Year that in total are less than or equal to the Maximum Annual Withdrawal Amount, do not reduce the MAV Benefit Base. We define Excess Withdrawals as either: 1) any portion of a withdrawal that causes the total withdrawals in a Benefit Year to exceed the Maximum Annual Withdrawal Amount; or 2) any withdrawal in a Benefit Year taken after the Maximum Annual Withdrawal Amount has been withdrawn. Excess Withdrawals will reduce the MAV Benefit Base in the same proportion by which the contract value is reduced by the Excess Withdrawal. Excess Withdrawals also result in a reduction to your Maximum Annual Withdrawal Amount because it is recalculated after each Excess Withdrawal by multiplying the reduced MAV Benefit Base by the existing Maximum Annual Withdrawal Percentage. In addition, if in any year an Excess Withdrawal reduces the contract value to zero, MarketLock For Two is terminated and you will not continue to receive withdrawals over your and your spouse’s lifetime. The impact of withdrawals and the effect on each component of MarketLock For Two are further explained below:

MAV Benefit Base: If the sum of withdrawals in any Benefit Year does not exceed the Maximum Annual Withdrawal Amount, the MAV Benefit Base is not reduced for those withdrawals. Excess Withdrawals as described above reduce the MAV Benefit Base as follows:

For each Excess Withdrawal taken, the MAV Benefit Base is reduced in the same proportion by which the contract value is reduced by each Excess Withdrawal.

Maximum Annual Withdrawal Amount: The Maximum Annual Withdrawal Amount is recalculated each time there is a change in the MAV Benefit Base. Accordingly, if the sum of withdrawals in any Benefit Year does not exceed the Maximum Annual Withdrawal Amount for that year, the Maximum Annual Withdrawal Amount will not change for the next year unless your MAV Benefit Base is adjusted upward (as described above under “How are the components for MarketLock and MarketLock For Two calculated?”). If you take an Excess Withdrawal, the Maximum Annual Withdrawal Amount will be recalculated by multiplying the reduced MAV Benefit Base by the existing Maximum Annual Withdrawal Percentage. This newly recalculated Maximum Annual Withdrawal Amount will be available beginning on the next contract anniversary and may be lower than your previous Maximum Annual Withdrawal Amount.

What happens if my contract value is reduced to zero?

MarketLock

If the contract value is zero but the MAV Benefit Base is greater than zero, a Benefit remains payable under the feature until the MAV Benefit Base is zero. Further, for contracts issued on or after May 1, 2006, if you are eligible

to take lifetime withdrawals, a Benefit is still payable even if the contract value and MAV Benefit Base both equal zero. However, the contract’s other benefits will be terminated once the contract value equals zero. You may not make subsequent Purchase Payments or transfers and no death benefit or future annuitization payments are available. Therefore, during times of unfavorable investment performance, withdrawals taken under the Benefit may reduce the contract value to zero eliminating any other benefits of the contract.

When the contract value equals zero, to receive any remaining Benefit, you must select one of the following income options:

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

Lump sum distribution of the discounted present value as determined by us, of the total remaining guaranteed withdrawals; or

Any payment option mutually agreeable between you and us.

MarketLock For Two

If the contract value is zero but the MAV Benefit Base is greater than zero, a Benefit remains payable over your lifetime and the lifetime of your spouse. However, if due to an Excess Withdrawal, your contract value is reduced to zero, no Benefit remains.

The contract’s other benefits will be terminated once the contract value equals zero. You may not make subsequent Purchase Payments or transfers and no death benefit or future annuity payments are available. Therefore, during times of unfavorable investment performance, withdrawals taken under the benefit may reduce the contract value to zero eliminating any other benefits of the contract.

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

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

Lump sum distribution of the discounted present value as determined by us, of the total remaining guaranteed withdrawals; or

Any payment option mutually agreeable between you and us.

If you do not select a payment option, the remaining Benefit will be paid as the current Maximum Annual Withdrawal Amount on a quarterly basis until the date of death of the surviving spouse.

What happens to MarketLock and MarketLock For Two upon a spousal continuation?

MarketLock

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

If the contract owner elected MarketLock and dies during the MAV Evaluation Period and the spousal beneficiary continues the Benefit, we will continue to re-evaluate the MAV Benefit Base on each contract anniversary during the MAV Evaluation Period, and any spousal continuation contribution is included in the calculation of the Anniversary Value. Additionally, the Continuing Spouse may extend the MAV Evaluation Period an additional period of 10 years provided that (1) the original owner did not previously extend the MAV Evaluation Period and (2) the Continuing Spouse is age 85 or younger at the time they extend the MAV Evaluation Period. Payment Enhancements and spousal continuation contributions are not considered to be Eligible Purchase Payments. However, Payment Enhancements and spousal continuation contributions are included in the Anniversary Values for the purpose of determining the MAV Benefit Base during the MAV Evaluation Period.

MarketLock For Two

The components of the feature will not change as a result of a spousal continuation. A Continuing Spouse can elect to receive withdrawals in accordance with the provisions of the MarketLock For Two Summary Table above based on the age of the younger spouse when the first withdrawal was taken and based on the MAV Benefit Base at the time of spousal continuation. Alternatively, if contract value is greater than zero, a Continuing Spouse may make a death claim under the death provisions of the contract and terminate the contract and the MarketLock For Two feature.

If spousal continuation occurs during the MAV Evaluation Period, the Continuing Spouse will continue to receive any upward adjustments due to market gains to the MAV Benefit Base during the period and any spousal continuation

contribution is included in the Anniversary Value. However, spousal continuation contributions are not considered to be Eligible Purchase Payments. In addition, the Continuing Spouse will be eligible to extend the MAV Evaluation Period upon the expiration of the initial period. Please see “Can I extend the MAV Evaluation Period beyond 10 years?” above.

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

For contracts issued on or after May 1, 2006, upon the death of the older contract owner, lifetime withdrawals will no longer be available.

If the contract value is greater than zero when the owner dies, a non-spousal Beneficiary must make a death claim under the contract provisions, which terminates MarketLock. If the contract value is zero when the owner dies, meaning that no death benefit is payable, but the Minimum Withdrawal Period remaining is greater than zero, a non-spousal Beneficiary may elect to continue receiving any remaining withdrawals under the feature. The other components of the feature will not change. However, the contract and its other benefits will be terminated.

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

No. Upon the death of both spouses, if the contract value is greater than zero, a non-spousal Beneficiary must make an election under the death provisions of the contract, which terminates MarketLock For Two.

What happens to MarketLock and MarketLock For Two upon the Latest Annuity Date?

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

MarketLock

If there is remaining contract value and the MAV Benefit Base is greater than zero on the Latest Annuity Date, you must select one of the following options:

Annuitize the contract value under the contract’s annuity provisions; or

For contracts issued on or after May 1, 2006, if eligible for lifetime withdrawals, even if the MAV Benefit Base equals zero, elect to receive the current Maximum Annual Withdrawal Amount on the Latest Annuity Date, paid equally on a monthly, quarterly, semi- annual or annual frequency as selected by you, until your death; or

Elect to receive your remaining MAV Benefit Base on the Latest Annuity Date paid over the Minimum Withdrawal Period with payments equal to the current Maximum Annual Withdrawal Amount. If

withdrawals have not started, your Maximum Annual Withdrawal Amount and Minimum Withdrawal Period will be calculated based on the applicable Maximum Annual Withdrawal Percentage; or

Any payment option mutually agreeable between you and us.

MarketLock For Two

If there is remaining contract value and the MAV Benefit Base is greater than zero on the Latest Annuity Date, you must select one of the following options:

Annuitize the contract value under the contract’s annuity provisions; or

Elect to receive the current Maximum Annual Withdrawal Amount on the Latest Annuity Date, paid equally on a monthly, quarterly, semi-annual or annual frequency as selected by you until the date of death of the surviving spouse, if eligible for lifetime withdrawals, even if the MAV Benefit Base is zero; or

Any payment option mutually agreeable between you and us.

Can MarketLock and MarketLock For Two be cancelled?

MarketLock and MarketLock For Two may be cancelled on the 5th contract anniversary, the 10th contract anniversary, or any contract anniversary thereafter. Once the feature is cancelled, you will no longer be charged a fee and the guarantees under the Benefit are terminated. You may not re-elect the feature after cancellation.

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

MarketLock

MarketLock automatically terminates upon the occurrence of one of the following:

The Minimum Withdrawal Period has been reduced to zero unless, for contracts issued on or after May 1, 2006, conditions for lifetime withdrawals are met; or

Annuitization of the contract; or

Full surrender of the contract; or

Death benefit is paid.

Upon a spousal continuation, the Continuing Spouse elects not to continue the contract with the feature.

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

An ownership change which results in a change of the older owner;* or

Withdrawals prior to the 65th birthday of the older owner; or

Death of the older owner; or

A Spousal Continuation (upon the death of the older owner); or

A withdrawal in excess of 5% of MAV Benefit Base.**

If a change of ownership occurs from a natural person to a non-natural entity, the original natural older owner must also be the annuitant after the ownership change to prevent termination of lifetime withdrawals. A change of ownership from a non-natural entity to a natural person can only occur if the new natural owner was the original natural older annuitant in order to prevent termination of lifetime withdrawals. Any ownership change is contingent upon prior review and approval by the Company.

If a required minimum distribution withdrawal for this contract exceeds the Maximum Annual Withdrawal Amount, the ability to receive lifetime withdrawals will not be terminated.

MarketLock For Two

MarketLock For Two automatically terminates upon the occurrence of one of the following:

Annuitization of the contract; or

Full surrender of the contract; or

A death benefit is paid and the contract is not continued by the spouse; or

Excess Withdrawals that reduce the contract value to zero which then reduces the MAV Benefit Base to zero; or

Death of surviving original spouse; or

A change in ownership that involves the original owner(s) except as noted below and under “Are there circumstances under which guaranteed withdrawals over the lifetime of your spouse are terminated?”*

If a change of ownership occurs from a natural person to a non-natural entity, the original natural owner(s) must also be the annuitant(s) after the ownership change to prevent termination of MarketLock For Two. A change of ownership from a non-natural entity to a natural person can only occur if the new natural owner(s) was the original natural annuitant(s) in order to prevent termination of MarketLock For Two. Any ownership change is contingent upon prior review and approval by the Company.

Are there circumstances under which guaranteed withdrawals over the lifetime of your spouse are terminated?

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

One of the two original owners is removed from the contract; or

The original spousal beneficiary is removed or replaced; or

The original spousal joint owner or spousal beneficiary is removed or replaced upon divorce; or

The original spousal joint owners or spousal beneficiary are no longer married at the time of death of the first spouse.

Under these circumstances, the original remaining owner continues to pay the fee for MarketLock For Two and

receives the Benefit for his/her lifetime only, or may choose to terminate the feature as described under “Can MarketLock and MarketLock For Two be cancelled?”

Polaris Income Rewards

Polaris Income Rewards is an optional guaranteed withdrawal benefit that guarantees an income stream based on all Purchase Payments made into your contract during the first 90 days after contract issue, with an opportunity for a Step-Up Amount, adjusted for withdrawals during that period (the “Benefit”). Polaris Income Rewards does not guarantee investment gains nor does it guarantee a withdrawal of any subsequent Purchase Payments made after the 90th day following the contract issue date. This feature does not guarantee lifetime income payments.

In order to determine the Benefit, we calculate each of the components as described below. The Benefit’s components and value may vary depending on the option you chose. Option 1 and 2 are available on contracts issued on and after May 3, 2004. In addition, Option 3 is available on contracts issued on or after May 2, 2005. The earliest date you may begin taking withdrawals under the Benefit is the Benefit Availability Date. Each one-year period beginning on the contract issue date and ending on the day before the contract anniversary date is considered a Benefit Year.

Polaris Income Rewards Summary:

Option	Maximum Election Age	Benefit Availability Date	Step-Up Amount	Maximum Annual Withdrawal Percentage***	Minimum Withdrawal Period* (if Maximum Annual Withdrawal Amount taken each year)
1	Age 80 or younger on the contract issue date	3 years following contract issue date	10%* of Withdrawal Benefit Base	10% of Withdrawal Benefit Base	11 years
2	Age 80 or younger on the contract issue date	5 years following contract issue date	20%* of Withdrawal Benefit Base	10% of Withdrawal Benefit Base	12 years
3	Age 70 or younger on the contract issue date	10 years following contract issue date	50%** of Withdrawal Benefit Base	10% of Withdrawal Benefit Base	15 years

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

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

***

For contract holders subject to annual required minimum distributions, the Maximum Annual Withdrawal Amount will be the greater of:

(1) the amount indicated in the table above; or (2) the annual required minimum distribution amount associated with your contract value only. Required minimum distributions may reduce your Minimum Withdrawal Period.

How are the components for Polaris Income Rewards calculated?

First, we determine the Eligible Purchase Payments, which include the amount of Purchase Payments made to the contract during the first 90 days after your contract issue date, adjusted for any withdrawals before the Benefit Availability Date in the same proportion that the withdrawal reduced the contract value on the date of the withdrawal. The calculation of Eligible Purchase Payments does not include any Payment Enhancements and/or spousal continuation contributions, if applicable.

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

Third, we determine the Step-Up Amount, if any, which is calculated as a specified percentage (listed in the Polaris Income Rewards Summary table above) of the Withdrawal Benefit Base on the Benefit Availability Date. The Step-Up Amount is not considered a Purchase Payment and cannot be used in calculating any other benefits, such as death benefits, contract values or annuitization value.

Fourth, we determine the Stepped-Up Benefit Base, which is the total amount available for withdrawal under the feature and is used to calculate the minimum time period over which you may take withdrawals under the Polaris Income Rewards feature. The Stepped-Up Benefit Base equals the Withdrawal Benefit Base plus the Step-Up Amount, if any.

Fifth, we determine the Maximum Annual Withdrawal Amount, which is a stated percentage (listed in the Polaris Income Rewards Summary table above) of the Withdrawal Benefit Base and represents the maximum amount of withdrawals that are available under this feature each Benefit Year after the Benefit Availability Date.

Finally, we determine the Minimum Withdrawal Period, which is the minimum period over which you may take withdrawals under the Polaris Income Rewards feature. The Minimum Withdrawal Period is calculated by dividing the Stepped-Up Benefit Base by the Maximum Annual Withdrawal Amount.

What is the fee for Polaris Income Rewards?

The annualized Polaris Income Rewards fee will be assessed as a percentage of the Withdrawal Benefit Base. The fee will be calculated and deducted quarterly from your contract value starting on the first quarter following the contract issue date and ending upon the termination of the feature. If your contract value falls to zero before the feature has been terminated, the fee will no longer be assessed. We will not assess the quarterly fee if you surrender or annuitize before the end of a quarter.

For contracts issued in Washington, the entire fee will be deducted from the portion of 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 Income Rewards?

Withdrawals after the Benefit Availability Date equal to or less than the Maximum Annual Withdrawal Amount generally reduce the Benefit by the amount of the withdrawal. Withdrawals in excess of the Maximum Annual Withdrawal Amount will reduce the Benefit in the same proportion that the contract value was reduced at the time of the withdrawal. This means if investment performance is down and contract value is reduced, withdrawals greater than the Maximum Annual Withdrawal Amount will result in a greater reduction of the Benefit. The impact of withdrawals and the effect on each component of Polaris Income Rewards are further explained through the calculations below:

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

(1)

If the withdrawal does not cause total withdrawals in the Benefit Year to exceed the Maximum Annual Withdrawal Amount, the Withdrawal Benefit Base will be reduced by the amount of the withdrawal, or

(2)

If the withdrawal causes total withdrawals in the Benefit Year to exceed the Maximum Annual Withdrawal Amount, the Withdrawal Benefit Base is reduced to the lesser of (a) or (b), where:

(a)

is the Withdrawal Benefit Base immediately prior to the withdrawal minus the amount of the withdrawal, or;

(b)

is the Withdrawal Benefit Base immediately prior to the withdrawal reduced in the same proportion by which the contract value is reduced by the amount of the withdrawal.

Stepped-Up Benefit Base: Since withdrawals prior to the Benefit Availability Date eliminate any Step-Up Amount for Options 1 and 2, the Stepped-Up Benefit Base will be equal to the Withdrawal Benefit Base if you take withdrawals prior to the Benefit Availability Date. For Option 3, if you take withdrawals prior to the Benefit Availability Date, the Stepped-Up Benefit Base will be equal to the Withdrawal Benefit Base plus the reduced Step-Up Amount which will be 30% of the Withdrawal Benefit Base, adjusted for such withdrawals. If you do not take withdrawals prior to the Benefit Availability Date, you will receive the entire Step-Up Amount and the Stepped-Up Benefit Base will equal the Withdrawal Benefit Base plus the Step-Up Amount.

After the Benefit Availability Date, any withdrawal that does not cause total withdrawals in a Benefit Year to exceed the Maximum Annual Withdrawal Amount will reduce the Stepped-Up Benefit Base by the amount of the withdrawal. After the Benefit Availability Date, any withdrawal that causes total withdrawals in a Benefit Year to exceed the Maximum Annual Withdrawal Amount (in that Benefit Year) reduces the Stepped-Up Benefit Base to the lesser of (a) or (b), where:

(a)

is the Stepped-Up Benefit Base immediately prior to the withdrawal minus the amount of the withdrawal, or;

(b)

is the Stepped-Up Benefit Base immediately prior to the withdrawal reduced in the same proportion by which the contract value is reduced by the amount of the withdrawal.

Maximum Annual Withdrawal Amount: If the sum of withdrawals in a Benefit Year does not exceed the Maximum Annual Withdrawal Amount for that Benefit Year, the Maximum Annual Withdrawal Amount does not change for the next Benefit Year. If total withdrawals in a Benefit Year exceed the Maximum Annual Withdrawal Amount, the Maximum Annual Withdrawal Amount will be recalculated at the start of the next Benefit Year. The new Maximum Annual Withdrawal Amount will equal the Stepped-Up Benefit Base on that Benefit Year anniversary divided by the Minimum Withdrawal Period on that Benefit Year anniversary. The new Maximum Annual Withdrawal Amount may be lower than your previous Maximum Annual Withdrawal Amounts.

Minimum Withdrawal Period: After each withdrawal, a new Minimum Withdrawal Period is calculated. If total withdrawals in a Benefit Year are less than or equal to the current Maximum Annual Withdrawal Amount, the new Minimum Withdrawal Period equals the Stepped-Up Benefit Base after the withdrawal, divided by the current Maximum Annual Withdrawal Amount.

During any Benefit Year in which the sum of withdrawals exceeds the Maximum Annual Withdrawal Amount, the new Minimum Withdrawal Period equals the Minimum Withdrawal Period calculated at the end of the prior Benefit Year reduced by one year.

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

If the contract value is zero but the Stepped-Up Benefit Base is greater than zero, a Benefit remains payable under the feature until the Stepped-Up Benefit Base is zero. However, the contract and its features and other benefits will be terminated once the contract value equals zero. Once the contract is terminated, you may not make subsequent Purchase Payments and no death benefit or future annuitization payments are available. Therefore, under adverse market conditions, withdrawals taken under the Benefit may reduce the contract value to zero eliminating any other benefits of the contract.

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

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

Lump sum distribution of the discounted present value as determined by us, of the total remaining guaranteed withdrawals; or

Any payment option mutually agreeable between you and us.

If you do not select a payment option, the remaining Benefit will be paid as the current Maximum Annual Withdrawal Amount on a quarterly basis.

What happens to Polaris Income Rewards upon a spousal continuation?

Can my non-spousal Beneficiary elect to receive any remaining withdrawals under Polaris Income Rewards upon my death?

If the contract value is greater than zero when the owner dies, a non-spousal Beneficiary must make a death claim under the contract provisions, which terminates Polaris Income Rewards. If the contract value is zero when the owner dies, meaning that no death benefit is payable, but the Stepped-Up Benefit Base is greater than zero, a non-spousal Beneficiary may elect to continue receiving any remaining withdrawals under the feature. The components of the feature will not change.

Can Polaris Income Rewards be cancelled?

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

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

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

Annuitization of the contract; or

Full surrender of the contract; or

Death benefit is paid; or

Upon a spousal continuation, the Continuing Spouse elects not to continue the contract with the feature.

For contracts issued from May 3, 2004 through October 3, 2004, withdrawals in excess of Maximum Annual Withdrawal Amount in any Benefit Year reduce the Stepped-Up Benefit Base by 50% or more.

What happens to Polaris Income Rewards upon the Latest Annuity Date?

If your contract value and Stepped-Up Benefit Base are greater than zero, and you begin the Income Phase upon or before the Latest Annuity Date, you will not receive the benefit of any remaining guaranteed withdrawals under the feature. Your annuity income payments will be calculated using your contract value and the selected income option.

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

If you elect Polaris Income Rewards and need to take withdrawals or are required to take required minimum distributions (“RMD”) under the Internal Revenue Code from your contract prior to the Benefit Availability Date, you should know that such withdrawals may negatively affect the value of the Benefit.

Capital Protector

Capital Protector is an optional guaranteed minimum accumulation benefit. The feature provides a one-time adjustment (“Benefit”) to your contract in the event that your contract value on the 10th contract anniversary (“Benefit Date”) is less than the Purchase Payments made in the contract’s first 90 days.

Generally, this feature and its corresponding charge cannot be cancelled or terminated prior to the Benefit Date. The feature terminates automatically following the Benefit Date. In addition, the feature will no longer be available and no Benefit will be paid if a death benefit is paid or if the contract is fully surrendered or annuitized before the Benefit Date.

The Benefit is equal to your Benefit Base, as defined below, minus your contract value on the Benefit Date. If the resulting amount is positive, you will receive a Benefit under the feature. If the resulting amount is negative, you will not receive a Benefit.

Your Benefit Base is equal to (a) minus (b) where:

(a)

is the Purchase Payments received on or after the contract issue date in the contract’s first 90 days, and;

(b)

is an adjustment for all withdrawals and applicable fees and charges made subsequent to the contract issue date, in an amount proportionate to the amount by which the withdrawal decreased the contract value at the time of the withdrawal.

Payment Enhancements and spousal continuation contributions, if applicable, are not considered Purchase Payments and are not used in the calculation of the Benefit Base.

The annualized fee is calculated as a percentage of contract value minus Purchase Payments received after the 90th day since the contract issue date. The fee will be calculated and deducted from your contract value each quarter throughout the first 10 full contract years, beginning at the end of the first contract quarter following the contract issue date and up to the Benefit Date. Once the feature is terminated, the charge will no longer be deducted. We will also not assess the quarterly fee if you surrender or annuitize before the end of the quarter.

For contracts issued in Washington, the entire fee will be calculated and deducted from the portion of your contract value allocated to the Variable Portfolios each quarter through the first 10 full contract years.

For contracts issued between February 10, 2003 and April 30, 2004, the fee is as follows:

Contract Year	Annualized Fee
0-7	0.45%
8-10	0.15%
11+	none

For contracts issued between September 30, 2002 and February 7, 2003, the fee is as follows:

Contract Year	Annualized Fee
0-7	0.35%
8-10	0.10%
11+	none

If your spouse chooses to continue this contract upon your death, this feature cannot be terminated and the fee will continue to be charged. The Benefit Date will not change as a result of a spousal continuation.

Capital Protector only guarantees Purchase Payments made in the first 90 days after issue. If you plan to add subsequent Purchase Payments after the first 90 days, you should know that Capital Protector will not protect those Purchase Payments.

Since Capital Protector may not guarantee a return of all Purchase Payments, it is important to realize that subsequent Purchase Payments made into the contract may decrease the value of the Benefit. For example, if you are approaching the Benefit Date and your Benefit Base is greater than your contract value, and you then make a subsequent Purchase Payment that causes your contract value to be larger than your Benefit Base on your Benefit Date, you will not receive any Benefit even though you have paid for Capital Protector throughout the first 10 full contract years.

We will allocate the Benefit, if any, on the Benefit Date to the Cash Management Variable Portfolio. Any Benefit paid is not considered a Purchase Payment for purposes of calculating other benefits or features of your contract. Other contract benefits based on earnings, will continue to define earnings as the difference between contract value and Purchase Payments adjusted for withdrawals. For information about how the Benefit is treated for income tax purposes, you should consult a qualified tax advisor for information concerning your particular circumstances.

Please see APPENDIX G – OPTIONAL LIVING BENEFIT EXAMPLES for examples of how your Living Benefit is calculated.

Income Protector

Income Protector is an optional minimum income benefit, available for an additional charge and provides a future “safety net” which can offer you the ability to receive a guaranteed fixed minimum retirement income when you switch to the Income Phase. If you elect Income Protector, you can know the level of minimum income that will be available to you upon annuitization, regardless of fluctuating market conditions. Income Protector is available on contracts issued prior to May 3, 2004.

The minimum level of Income Protector benefit available is generally based upon the Purchase Payments remaining in your contract at the time you decide to begin taking income. If available and elected, a growth rate can provide increased levels of minimum guaranteed income.

How We Determine the Amount of Your Minimum Guaranteed Income

If you elect Income Protector, we base the amount of minimum income available to you upon a calculation we call the Income Benefit Base. Your Income Benefit Base is equal

to your contract value on the date of election. Income Protector is effective on either the date of issue of the contract or at the contract anniversary following your election of Income Protector.

The Income Benefit Base is only a calculation. It does not represent a contract value, nor does it guarantee performance of the Variable Portfolios in which you invest.

Your Income Benefit Base increases if you make subsequent Purchase Payments and decreases if you withdraw money from your contract. The Income Benefit Base is equal to (a) plus (b) minus (c) where:

(a)

is equal to, for the first year of calculation, your initial Purchase Payment, or for each subsequent year of calculation, the Income Benefit Base on the prior contract anniversary, and;

(b)

is equal to the sum of all subsequent Purchase Payments made into the contract since the date of election, and;

(c)

is equal to all withdrawals and applicable fees and charges since the date of election, in an amount proportionate to the amount by which such withdrawals decreased your contract value.

In order to obtain the benefit of Income Protector, you may not begin the Income Phase for at least 10 years following election. You may not elect this feature if the required waiting period before beginning the Income Phase would occur later than your Latest Annuity Date.

Re-Set of Your Income Protector Benefit

You may also have the opportunity to “Re-Set” your Income Benefit Base. The Re-Set feature allows you to increase your Income Benefit Base to the amount of your contract value on your next contract anniversary. You can only Re-Set within the 30 days before your next contract anniversary. Upon a Re-Set, the waiting period before you can begin the Income Phase will start over. In addition, the Income Protector fee will be charged as a percentage of your Re-Set Income Benefit Base. You may not elect to Re-Set if the required waiting period before beginning the Income Phase would occur later than your Latest Annuity Date.

Electing to Receive Income Payments

You may elect to begin the Income Phase of your contract using the Income Protector Program only within the 30 days after the 10th or later contract anniversary following the effective date of electing Income Protector or Re-Set, if applicable.

The Income Benefit Date is the contract anniversary date on which the Income Benefit is calculated and applied. This is the date as of which we calculate your Income Benefit Base to use in determining your guaranteed minimum income payments. To arrive at the minimum guaranteed income payments available to you, we apply the annuity rates stated

in your Income Protector Endorsement for the income option you select to your final Income Benefit Base. You then choose if you would like to receive that income annually, quarterly or monthly for the time guaranteed under your selected annuity option. Your final Income Benefit Base is equal to (a) minus (b) where:

(a)

is your Income Benefit Base as of your Income Benefit Date, and;

(b)

is any withdrawal charges calculated as if you fully surrender your contract as of the Income Benefit Date, and any applicable premium taxes.

The annuity income options available under this feature when using Income Protector to receive your guaranteed income payments are:

•

Life Annuity with 10 Year Period Certain, or

•

Joint and 100% Survivor Annuity with 20 Year Period Certain

At the time you elect to begin receiving annuity income payments, we will calculate your annual guaranteed income payments using both your final Income Benefit Base and your contract value. We will use the same income option for each calculation; however, the annuity factors used to calculate your guaranteed income payments under Income Protector will be different. You will receive whichever provides a greater stream of income. If you annuitize using Income Protector, your annuity income payments will be fixed in amount. You are not required to use Income Protector to receive income payments. However, we will not refund fees paid for Income Protector if you annuitize under the annuity provisions of your contract.

You may never need to rely upon the Income Protector, if your contract performs within a historically anticipated range. However, past performance is no guarantee of future results.

Fees Associated with the Income Protector Program

The fee is 0.10% of the Income Benefit Base. We deduct the annual fee from your contract value. If you elect Income Protector at issue, we begin deducting the annual fee on your first contract anniversary. If you elect the feature at some later date, we begin deducting the annual fee on the contract anniversary following the date of election. Upon a Re-Set, the fee will be charged based upon your Re-Set Income Benefit Base.

It is important to note that once you elect Income Protector, you may not cancel your election. We will deduct the charge from your contract value on every contract anniversary up to and including your Income Benefit Date. Additionally, we deduct the full annual fee from your contract value upon surrender.

Note to Qualified Contract Holders

Qualified contracts generally require that you select an annuity income option that does not exceed your life expectancy. That restriction, if it applies to you, may limit the benefit of Income Protector. To utilize Income Protector, you must take annuity income payments under one of the two annuity income options described above. If those annuity income options exceed your life expectancy, you may be prohibited from receiving your guaranteed income payments under the feature. If you own a Qualified contract to which these restrictions apply and you elect Income Protector, you may pay for this feature and not be able to realize the benefit. A guarantee of payments greater than 10 years may not be available to all Beneficiaries. Under certain circumstances the Beneficiary’s annuity income payments may be limited based on the Internal Revenue Code.

You should consult your tax advisor for information concerning your particular circumstances.

MARKETLOCK AND MARKETLOCK FOR TWO EXTENSION parameters

The information below is important to you if you purchased a contract between August 31, 2005 and May 1, 2009 and you elected the MarketLock Living Benefit or if you purchased a contract between July 10, 2006 and April 30, 2008 and you elected MarketLock For Two Living Benefit. As described in the prospectus, the initial MAV Evaluation Period ends after the tenth contract year. On or about your tenth contract anniversary you will have an opportunity to extend the MAV Evaluation Period (the “Extension”) for an additional ten years. In choosing the Extension, your fee will change as detailed below. No other parameters or terms of your current benefit will change as a result of the Extension.

If you do not wish to elect the Extension, no further action is required by you. Your benefit will continue without change. You will continue to pay the same fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the MAV Evaluation Period. However, your MAV Benefit Base will no longer be adjusted for higher anniversary values. Please note that if you do not elect the Extension when it is offered, you will not be permitted to extend the MAV Evaluation Period in the future.

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

For information on the MarketLock or MarketLock For Two Living Benefit you elected at the time of purchase, please see the MarketLock or MarketLock For Two section under OPTIONAL LIVING BENEFITS in the prospectus.

How do I elect the Extension?

To elect the Extension, you must complete the Election Form you will receive. The terms of the Extension for contracts purchased between the dates noted above for the applicable features are detailed below. The MAV Evaluation Period 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 the Living 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 fee for 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 your MarketLock or MarketLock For Two Living Benefit on your tenth contract anniversary, or any contract anniversary thereafter. If you elect to cancel your Living Benefit, you will no longer receive the guarantees of the MarketLock or MarketLock For Two benefit and you will no longer be charged the fee.

MARKETLOCK and Marketlock for Two SECOND EXTENSION parameters

The information below is important to you if you purchased a contract between August 31, 2005 and May 1, 2009 and you elected the MarketLock Living Benefit or if you purchased a contract between July 10, 2006 and April 30, 2008 and you elected MarketLock For Two Living Benefit. As described in the prospectus, the initial MAV Evaluation Period ends after the tenth contract year. On or about your tenth contract anniversary you had an opportunity to extend the MAV Evaluation Period (the “Extension”) for an additional ten years. If you elected the first Extension, you will have the opportunity to elect a second Extension on or about your tenth contract anniversary. In choosing the second Extension, your fee will change as detailed below. No other parameters or terms of your current benefit will change as a result of the Extension.

If you do not wish to elect the second Extension, no further action is required by you. Your benefit will continue without change. You will continue to pay the same fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the MAV Evaluation Period. However, your MAV Benefit Base will no longer be adjusted for higher anniversary values. Please note that if you do not elect the Extension when it is offered, you will not be permitted to extend the MAV Evaluation Period in the future.

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

For information on the MarketLock Living Benefit you elected at the time of purchase, please see the MarketLock and MarketLock for Two section under OPTIONAL LIVING BENEFITS in the prospectus.

How do I elect the second Extension?

What is the fee if I elect the second Extension?

If you elect the MarketLock second Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Current Annualized Fee After First Extension	Annualized Fee After Second Extension
0.90%	0.95%

If you elect the MarketLock for Two second Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Current Annualized Fee After First Extension	Annualized Fee After Second Extension
0.65% prior to your 1st withdrawal	0.70% prior to your 1st withdrawal
1.05% after your 1st withdrawal	1.10% after your 1st withdrawal

As a reminder, you also have the option to cancel your MarketLock or MarketLock for Two Living Benefit on your tenth contract anniversary, or any contract anniversary thereafter. If you elect to cancel your Living Benefit, you will no longer receive the guarantees of the MarketLock or MarketLock for Two Living Benefit and you will no longer be charged the fee.

MARKETLOCK FOR LIFE PLUS +6% and +7% EXTENSION PARAMETERS

The information below is important to you if you purchased a contract between March 12, 2007 and May 1, 2009 and elected the MarketLock For Life Plus +6% Option Living Benefit or if you purchased a contract between February 4, 2008 and May 3, 2009 and you elected the MarketLock For Life Plus +7% Option Living Benefit. As described in the prospectus you received when you purchased the contract, the initial Income Base Evaluation Period ends after the tenth contract year. On or about your tenth contract anniversary, you will have an opportunity to extend the Income Base Evaluation Period for an additional five year period (the “Extension”). In choosing the Extension, your fee and investment requirements will change as

detailed below. No other parameters or terms of your current benefit will change as a result of the Extension.

If you do not wish to elect the Extension, no further action is required by you. Your Living Benefit will continue without change. You will continue to pay the same fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the Income Base Evaluation Period. You will also have the same investment requirements. However, your Income Base will no longer be adjusted for higher anniversary values. Please note that if you do not elect the Extension when it is offered, you will not be permitted to extend the Income Base Evaluation Period in the future.

As a reminder, you also have the option to cancel your Living Benefit on your tenth anniversary or any anniversary after the tenth. If you elect to cancel your Living Benefit, you will no longer receive the guarantees of the Living Benefit and you will no longer be charged the fee. You may not extend the Income Base Evaluation Period and you may not re-elect or reinstate the MarketLock For Life Plus +6% Option Living Benefit or the MarketLock For Life Plus +7% Option Living Benefit after cancellation.

As with all important financial decisions, we recommend that you discuss this with your financial representative. You should refer to both the prospectus and the contract endorsement you received at the time of your purchase. If you do not have a prospectus, you can call our Annuity Service Center at (800) 445-7862 and we will provide one to you. If you elect the Extension, we will send you a new contract endorsement.

For information on the MarketLock For Life Plus +6% Option Living Benefit or the MarketLock For Life +7% Option Living Benefit you elected at purchase, please see the MarketLock For Life Plus section under OPTIONAL LIVING BENEFITS.

How do I elect the Extension?

To elect the Extension, you must complete the Election Form you will receive. If you elected the MarketLock For Life Plus +6% Option Living Benefit or the MarketLock For Life Plus +7% Option Living Benefit, the Income Base Evaluation Period may be extended for an additional 5 year period.

As a reminder, the Income Base Evaluation Period refers to the period of time over which we consider anniversary values. This component is used to calculate the Income Base, which determines your Maximum Annual Withdrawal Amount.

What are the fee and investment requirements if I elect the Extension?

If you elect the MarketLock For Life Plus +6% Extension, the fee for the feature will be increased by 0.25% as follows:

Number of Covered Persons	Current Annualized Fee (calculated as a percentage of the Income Base)	Annualized Fee After Extension (calculated as a percentage of the Income Base)
One	0.65%	0.90%
Two	0.90%	1.15%

If you elect the MarketLock For Life Plus +7% Extension, the fee for the feature will be increased by 0.25% as follows:

Number of Covered Persons	Current Annualized Fee (calculated as a percentage of the Income Base)	Annualized Fee After Extension (calculated as a percentage of the Income Base)
One	0.75%	1.00%
Two	1.00%	1.25%

The Investment Requirements for the Extension are different from, and are more restrictive than, the Investment Requirements of your current MarketLock For Life Plus +6% Option Living Benefit or your current MarketLock For Life Plus +7% Option Living Benefit. Please see Investment Requirements for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for investment requirements associated with the Extension.

MARKETLOCK FOR LIFE PLUS +6% AND +7% SECOND EXTENSION PARAMETERS

The information below is important to you if you purchased a contract between March 12, 2007 and May 1, 2009 and you elected the MarketLock For Life Plus +6% Option Living Benefit or if you purchased a contract between February 4, 2008 and May 1, 2009 and you elected the MarketLock For Life Plus +7% Option Living Benefit. As described in the prospectus you received when you purchased the contract, the initial Income Base Evaluation Period ends after the tenth contract year. On or about your tenth contract anniversary you had an opportunity to extend the Income Base Evaluation Period for an additional 5-year period (the “Extension”). If you elected the first Extension, you will have the opportunity to elect a second Extension on or about your fifteenth contract anniversary for an additional 5 year period, as long as you have not elected to cancel the feature and the age of the Covered Person or younger of two Covered Persons is 85 or younger at the time of the second Extension.

In choosing the second Extension, your fee will change as detailed below. No other parameters or terms of your current Living Benefit will change as a result of the second Extension.

If you do not wish to elect the second Extension, no further action is required by you. Your Living Benefit will continue without change. You will continue to pay the same fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the Income Base Evaluation Period. However, your Income Base will no longer be adjusted for higher anniversary values. Please note that if you did not elect the first Extension when it was offered, you will not be permitted to extend the Income Base Evaluation Period at this time. If you do not elect this second Extension, you will not be eligible for any subsequent Extensions in the future.

As with all important financial decisions, we recommend that you discuss this with your financial representative. For information on the MarketLock For Life Plus +6% Option Living Benefit you elected at the time of purchase, please see the MarketLock For Life Plus section under OPTIONAL LIVING BENEFITS in the prospectus.

You also have the option to cancel your Living Benefit on any Benefit Year Anniversary after the tenth Benefit Year Anniversary. If you elect to cancel your Living Benefit, you will no longer receive the guarantees of the Living Benefit and you will no longer be charged the fee.

How do I elect the second Extension?

If you are eligible for the second Extension because you previously elected the first Extension and wish to elect the second Extension, you must complete the Election Form you will receive. The terms of the second Extension for contracts issued between March 12, 2007 and May 1, 2009 are detailed below. The Income Base Evaluation Period may be extended for an additional 5-year period provided you have not elected to cancel the feature and the age of the Covered Person or younger of two Covered Persons is 85 or younger at the time of the second Extension. If you elect the second Extension and the Covered Person or younger of two Covered Persons is at least age 86, but younger than 90, at the time of the second Extension, the Income Base Evaluation Period will be for a period of less than 5 years and the final Income Base evaluation will occur on the last Benefit Year prior to the Covered Person’s or younger of two Covered Persons’ 91st birthday.

What are the fee and investment requirements if I elect the second Extension?

If you elect the MarketLock For Life Plus +6% second Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After First Extension (calculated as a percentage of the Income Base)	Annualized Fee After Second Extension (calculated as a percentage of the Income Base)
One	0.90%	0.95%
Two	1.15%	1.20%

If you elect the MarketLock For Life Plus +7% second Extension, the fee for the feature will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After First Extension (calculated as a percentage of the Income Base)	Annualized Fee After Second Extension (calculated as a percentage of the Income Base)
One	1.00%	1.05%
Two	1.25%	1.30%

If you elect the second Extension, the investment requirements will not change from those that currently apply to the first Extension. Please see Investment Requirements for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for investment requirements associated with the MarketLock For Life Plus +6% and +7% Extensions.

MARKETLOCK INCOME PLUS EXTENSION parameters

Second Extension Parameters

The information below is important to you if you purchased a contract between May 1, 2008 and May 3, 2009 and you elected the MarketLock Income Plus Living Benefit. As described in the prospectus you received when you purchased the contract, the initial Income Base Evaluation Period and initial Income Credit Period end after the fifth contract year. On or about your fifth contract anniversary you had an opportunity to extend both the Income Base Evaluation Period and the Income Credit Period (the “Extension”) for an additional five years. If you elected the initial first Extension, you will have the opportunity to elect a second Extension on or about your tenth contract anniversary, provided the age of the Covered Person or younger of two Covered Persons is 85 or younger at the time of Extension. In choosing the second Extension, your fee will change as detailed below. No other parameters or terms of your current benefit, including investment requirements, will change as a result of the second Extension.

If you do not wish to elect the second Extension, no further action is required by you. Your benefit will continue without change. You will continue to pay the same fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the Income Base Evaluation Period. You will also have the same investment requirements that applied upon the first Extension. However, your Income Base will no longer be adjusted for higher anniversary values or income credits. Please note that if you did not elect the initial first Extension when it was offered, you will not be permitted to extend the Income Base Evaluation and Income Credit Periods at this time. If you do not elect this second Extension, you will not be eligible for any subsequent Extension in the future.

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

For information on the MarketLock Income Plus Living Benefit you elected at the time of purchase, please see the MarketLock Income Plus, MarketLock For Life Plus and MarketLock For Life sections under OPTIONAL LIVING BENEFITS.

How do I elect the second Extension?

As a reminder, the Income Base Evaluation Period refers to the period of time over which we consider anniversary values and the Income Credit Period refers to the period of time over which we calculate a potential Income Credit. These components are used to calculate the Income Base, which determines your Maximum Annual Withdrawal Amount.

What is the fee if I elect the second Extension?

If you elect the second Extension, the fee for the Living Benefit which is calculated as a percentage of the Income Base and deducted quarterly will be increased by 0.15% as follows:

Number of Covered Persons	Current Annualized Fee After First Extension	Annualized Fee After Second Extension
One	1.20%	1.35%
Two	1.45%	1.60%

THIRD EXTENSION PARAMETERS

The information below is important to you if you purchased a contract between May 1 2008 and May 3, 2009 and you elected the MarketLock Income Plus Living Benefit. If you elected to extend both the Income Base Evaluation Period and the Income Credit Period on the fifth and again on the

tenth contract anniversary (first and second “Extensions”), you will have the opportunity to elect the third extension of the Income Base Evaluation Period only (third “Extension”) on or about your fifteenth contract anniversary.

In choosing the third Extension, only the Income Base Evaluation Period over which the feature locks-in the highest Anniversary Value will be extended for an additional 5 year period, and your fee will change as detailed below. No other parameters or terms of your current benefit, including investment requirements, will change as a result of the third Extension.

If you do not wish to elect the third Extension, no further action is required by you. Your Living Benefit will continue without change. You will continue to pay the current fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the Income Base Evaluation Period. However, your Income Base will no longer be adjusted for higher anniversary values. Please note that if you did not elect the first and second Extensions when they were offered, you will not be permitted to extend the Income Base Evaluation Period at this time. If you do not elect this third Extension, you will not be eligible for any subsequent Extensions in the future.

As with all important financial decisions, we recommend that you discuss this with your financial representative. For information on the MarketLock Income Plus living benefit you elected at the time of purchase, please see MarketLock Income Plus, MarketLock For Life Plus and MarketLock For Life sections under OPTIONAL LIVING BENEFITS.

How do I elect the third Extension?

If you are eligible for the third Extension because you elected all previous Extensions and wish to elect the third Extension, you must complete the Election Form you will receive. The terms of the third Extension for contracts issued between May 1, 2008 and May 3, 2009 are detailed below. The Income Base Evaluation Period may be extended for an additional 5-year period.

How do I elect the third Extension?

issued between May 1, 2008 and May 3, 2009 are detailed below. The Income Base Evaluation Period may be extended for an additional 5-year period.

What is the fee if I elect the third Extension?

If you elect the third Extension, the fee for the feature will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After Second Extension (calculated as a percentage of the Income Base)	Annualized Fee After Second Extension (calculated as a percentage of the Income Base)
One	1.35%	1.40%
Two	1.60%	1.65%

If you elect the third Extension, the investment requirements will not change from those that currently apply to the second Extension. Please see Investment Requirements for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for investment requirements associated with the MarketLock For Life Plus Extensions.

What are the investment requirements if I elect the second Extension?

As a reminder, you also have the option to cancel your MarketLock Income Plus Living Benefit on your tenth anniversary, or any anniversary thereafter. If you elect to cancel your Living Benefit, you will no longer receive the guarantees of the MarketLock Income Plus Living Benefit and you will no longer be charged the fee.

Marketlock Income Plus, Marketlock for Life Plus and Marketlock for life
Second Extension Parameters

MarketLock For Life) ends after the fifth contract year. On or about your fifth contract anniversary you had an opportunity to extend both the Income Base Evaluation Period and the Income Credit Period, if applicable, (the “Extension”) for an additional five years. If you elected the first Extension, you will have the opportunity to elect a second Extension on or about your tenth contract anniversary. In choosing the second Extension, only the Income Base Evaluation Period will extend for an additional five years, the Income Credit Period will no longer continue, and your fee will change as detailed below. No other parameters or terms of your current benefit, including investment requirements, will change as a result of the second Extension. If you elect the second Extension, we will send you a new contract endorsement.

If you do not wish to elect the second Extension, no further action is required by you. Your benefit will continue without change. You will continue to pay the same fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the Income Base Evaluation Period. You will also have the same investment requirements that applied upon the first Extension. However, your Income Base will no longer be adjusted for higher anniversary values or income credits (not applicable to MarketLock For Life). Please note that if you did not elect the first Extension when it was offered, you will not be permitted to extend the Income Base Evaluation Period at this time. If you are eligible for but do not elect this second Extension, you will not be eligible for any subsequent Extensions in the future.

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

As a reminder, you also have the option to cancel your MarketLock Income Plus, MarketLock For Life Plus or MarketLock For Life Living Benefit on your tenth anniversary, or any anniversary thereafter. If you elect to cancel your feature, you will no longer receive the guarantees of the Living Benefit and you will no longer be charged the fee.

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

For information on the MarketLock Income Plus, MarketLock For Life Plus or MarketLock For Life Living Benefit you elected at the time you purchased your contract, please see the MarketLock Income Plus, MarketLock For Life Plus or MarketLock For Life section under OPTIONAL LIVING BENEFITS. Please see APPENDIX E – MARKETLOCK INCOME PLUS, MARKETLOCK FOR LIFE PLUS AND MARKETLOCK FOR LIFE EXTENSION PARAMETERS for first extension parameters.

How do I elect the second Extension?

If you are eligible for the second Extension because you previously elected the first Extension and wish to elect the second Extension, you must complete the Election Form you

will receive. The terms of the second Extension are detailed below. The Income Base Evaluation Period may be extended for an additional 5 year period however, the Income Credit Period will no longer continue.

As a reminder, the Income Base Evaluation Period refers to the period of time over which we consider anniversary values to calculate the Income Base, which determines your Maximum Annual Withdrawal Amount.

What is the fee if I elect the second Extension?

If you elect MarketLock Income Plus second Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After First Extension (calculated as a percentage of the Income Base)	Annualized Fee After Second Extension (calculated as a percentage of the Income Base)
One	1.20%	1.25%
Two	1.45%	1.50%

If you elect MarketLock For Life Plus second Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After First Extension (calculated as a percentage of the Income Base)	Annualized Fee After Second Extension (calculated as a percentage of the Income Base)
One	1.20%	1.25%
Two	1.45%	1.50%

If you elect MarketLock For Life second Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After First Extension (calculated as a percentage of the Income Base)	Annualized Fee After Second Extension (calculated as a percentage of the Income Base)
One	0.95%	1.00%
Two	1.20%	1.25%

What are the investment requirements if I elect the second Extension?

If you elect the second Extension for MarketLock Income Plus, MarketLock For Life Plus or MarketLock For Life, the investment requirements will not change from those that currently apply to the first Extension. Please see Investment Requirements for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for investment requirements associated with the second Extension.

Marketlock Income Plus, Marketlock for Life Plus and Marketlock for life
third Extension Parameters

The information below is important to you if you purchased a contract between May 4, 2009 and January 18, 2010 and you elected the MarketLock Income Plus or MarketLock For Life Plus Living Benefit or if you purchased a contract between May 4, 2009 and January 20, 2012 and you elected the MarketLock For Life Living Benefit. If you elected the second Extension of the Income Base Evaluation Period on or about your tenth contract anniversary, you will have the opportunity to elect the third Extension of the Income Base Evaluation Period (third “Extension”), on or about your fifteenth contract anniversary, provided the age of the Covered Person or younger of two Covered Persons is 85 or younger at the time of Extension. In choosing the third Extension, your fee will change as detailed below. No other parameters or terms of your current benefit, including investment requirements, will change as a result of the third Extension.

If you do not wish to elect the third Extension, no further action is required by you. Your benefit will continue without change. You will continue to pay the current fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the Income Base Evaluation Period. You will also have the same investment requirements that applied upon the second Extension. However, your Income Base will no longer be adjusted for higher anniversary values. Please note that if you did not elect the first and second Extension when it was offered, you will not be permitted to extend the Income Base Evaluation Period at this time. If you are eligible for but do not elect this third Extension, you will not be eligible for any subsequent Extensions in the future.

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

For information on the MarketLock Income Plus, MarketLock For Life Plus or MarketLock For Life Living Benefit you elected at the time you purchased your contract, please see APPENDIX E – MARKETLOCK INCOME PLUS, MARKETLOCK FOR LIFE PLUS AND MARKETLOCK FOR LIFE EXTENSION PARAMETERS for first extension parameters.

How do I elect the third Extension?

If you are eligible for the third Extension because you previously elected the first and second Extensions and wish to elect the third Extension, you must complete the Election

Form you will receive. The terms of the third Extension are detailed below. Only the Income Base Evaluation Period may be extended for an additional 5 year period.

What is the fee if I elect the Extension?

If you elect MarketLock Income Plus third Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After Second Extension (calculated as a percentage of the Income Base)	Annualized Fee After Third Extension (calculated as a percentage of the Income Base)
One	1.25%	1.30%
Two	1.50%	1.55%

If you elect MarketLock For Life Plus third Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After Second Extension (calculated as a percentage of the Income Base)	Annualized Fee After Third Extension (calculated as a percentage of the Income Base)
One	1.25%	1.30%
Two	1.50%	1.55%

If you elect MarketLock For Life third Extension, the fee for the Living Benefit will be increased by 0.05% as follows:

Number of Covered Persons	Current Annualized Fee After Second Extension (calculated as a percentage of the Income Base)	Annualized Fee After Third Extension (calculated as a percentage of the Income Base)
One	1.00%	1.05%
Two	1.25%	1.30%

What are the investment requirements if I elect the third Extension?

If you elect the third Extension for MarketLock Income Plus, MarketLock For Life Plus or MarketLock For Life, the investment requirements will not change from those that currently apply to the second Extension. Your assets must remain allocated in accordance with one of the options under Investment Requirement for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.

Death Benefits

We pay a death benefit to your Beneficiary(ies) if you die during the Accumulation Phase. The death benefit will become payable upon death of the following individual.

Owner	Payable Upon Death of
Natural persons	Owner (or first to die, if jointly owned)
Non-natural person (e.g. Trust)	Annuitant

We do not pay a death benefit if:

•

your contract value is reduced to zero; or

•

you die after you begin the Income Phase. Your Beneficiary would receive any remaining guaranteed annuity income payments in accordance with the annuity income option you selected. Please see ANNUITY INCOME OPTIONS.

Beneficiary Designation

You must notify us in writing of the Beneficiary(ies) who will receive any death benefit payments under your contract. You may change the Beneficiary at any time, unless otherwise specified below.

•

If your contract is jointly owned, the surviving joint Owner must be the sole primary Beneficiary. Any other individual you designate as Beneficiary will be the contingent Beneficiary.

•

If the Owner is a non-natural person then joint Annuitants, if any, shall be each other’s sole primary Beneficiary, except when the Owner is a charitable remainder trust.

•

If the Owner is a trust, whether as an agent for a natural person or otherwise, you should consult with your tax and/or legal adviser to determine whether this contract is an appropriate trust investment.

Death Benefit Processing

We process death benefit requests when we receive all required documentation, including satisfactory proof of death, in Good Order, at the Annuity Service Center.

Satisfactory proof of death includes, but may not be

limited to:

(1)A certified copy of the death certificate; or

(2)A certified copy of a decree of a court of

competent jurisdiction as to the finding of death;

(3)A written statement by a medical doctor who

attended the deceased at the time of death.

When Death Benefits are Calculated

•

All death benefit calculations are made as of the day required documentation is received in Good Order at the Annuity Service Center before Market Close. If the death benefit request is received after Market Close, the death benefit calculation will be made as of the next NYSE business day.

The contract value will remain invested pursuant to the Owner's latest allocation instructions on file subject to the limitations described in this prospectus, until we receive notification of death and/or death claim paperwork in Good Order. Thereafter, a Beneficiary may elect one of the death settlement options by contacting the Annuity Service Center.

If we receive notification of the Owner’s death before any previously requested transaction is completed (including systematic transfer and withdrawal programs), we will cancel the previously requested transaction.

For contracts in which the aggregate of all Purchase Payments in contracts issued by AGL, US Life and/or VALIC to the same Owner/Annuitant are in excess of the Purchase Payments Limit, we reserve the right to limit the death benefit amount that is in excess of contract value at the time we receive all paperwork and satisfactory proof of death. Any limit on the maximum death benefit payable would be mutually agreed upon in writing by you and the Company prior to purchasing the contract.

Effective January 15, 2016, if you have elected a Living Benefit feature, we will not accept subsequent Purchase Payments on or after the 5th contract anniversary from your contract issue date.

Death Benefit Settlement Options

Your Beneficiary must elect one of the following settlement options after providing required documentation, including satisfactory proof of death, in Good Order.

•

Lump sum payment; or

•

Annuity Income Option; or

•

Continue the contract as the spousal Beneficiary, or under a Beneficiary continuation option; or

•

Payment option that is mutually agreeable between you and us

In general, the death benefit must be paid within 5 years of the date of death unless the Beneficiary elects to have it payable in the form of an annuity income option. If the Beneficiary elects an annuity income option, it must be paid over the Beneficiary’s life expectancy or a shorter period. Payments associated with such election must begin within one year of death. Federal tax law may limit the Beneficiary’s death benefit and payout options available after your death. Please see ANNUITY INCOME OPTIONS.

Beneficiary Continuation Programs

Please consult a tax adviser regarding tax implications about your particular circumstances if you are considering a Beneficiary Continuation option.

Extended Legacy Program

The Beneficiary to an existing contract issued by the Company may elect the Extended Legacy Program. The program may not be elected in conjunction with any other settlement option.

Upon election of the Extended Legacy Program:

•

The contract continues in Owner’s name for the benefit of the Beneficiary who elected the Extended Legacy Program.

•

The Beneficiary may withdraw all or a portion of the contract value at any time and withdrawals are not subject to withdrawal charges.

•

The Beneficiary may choose to participate in the Systematic Withdrawal Program and the Automatic Asset Rebalancing Program.

Upon election of the Extended Legacy Program, the beneficiary may choose to receive the death benefit under (1) a 5-year settlement option or (2) in the form of withdrawals for a longer period of time:

Under the 5-year settlement option, the Beneficiary may take withdrawals as desired, but the death benefit proceeds must be distributed no later than five years from the date of death of the Owner of the contract.

Note: If an IRA Owner died prior to January 1, 2020, the 5-year settlement option is not available if the date of the Owner's death occurred after the required beginning date for distributions.

If the beneficiary elects to take the death benefit in the form of withdrawals over a longer period of time:

•

Generally, IRS required minimum distributions must be made at least annually over a period not to exceed the Beneficiary’s life expectancy as determined in the calendar year after the Owner’s death, with the flexibility to withdraw more than the IRS required minimum distribution.

•

Payments must begin no later than the first anniversary of death for Non-Qualified contracts or December 31 of the year following the year of death for IRAs.

Note: for IRAs, if the Owner’s death occurred on or after January 1, 2020, choosing to receive the death benefit in the form of withdrawals for a longer period of time is only available for a Spousal Beneficiary or a Non-Spousal Beneficiary who is less than 10 years younger than the IRA Owner. Other Non-Spousal Beneficiaries may instead elect the 5-year settlement option, if available.

If the contract value is less than the death benefit amount as of the date we receive satisfactory proof of death and all required documentation in Good Order, we will increase the contract value by the amount which the death benefit exceed contract value.

We will process an Extended Legacy election as of the

date we receive the following in Good Order at the Annuity

Service Center:

•Death Claim form electing Extended Legacy

Program; and

•Satisfactory proof of death of the original Owner.

Upon the Beneficiary’s request to our Annuity Service Center, we will provide a prospectus and Extended Legacy Guide, with important information including expenses, investment options and administrative features. The prospectus that the Beneficiary will receive may be for a different product than the original Owner purchased.

The Extended Legacy Guide includes important information regarding the program offered to Beneficiaries on or after September 20, 2010.

Restrictions on Extended Legacy Program

•

The Extended Legacy Program cannot be elected with rollover contracts from other companies.

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No Purchase Payments are permitted.

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Living Benefits and optional death benefits that may have been elected by the original Owner are not available and any charges associated with these features will no longer be deducted.

•

In the event of the Beneficiary’s death, any remaining contract value will be paid to the person(s) named by the Beneficiary.

•

The contract may not be assigned and ownership may not be changed or jointly owned.

•

Any Fixed Accounts that may have been available to the original Owner will no longer be available for investment.

Expenses

We will charge the Beneficiary an annual Base Contract Expense of 1.15%. This charge is deducted daily from the average daily ending net asset value allocated to the Variable Portfolios.

Beneficiaries that elected the Extended Legacy Program prior to September 20, 2010 will continue to be charged the same Base Contract Expense as described below under BASE CONTRACT EXPENSES.

Investment Options

•

The Beneficiary may transfer funds among the available Variable Portfolios;

•

Variable Portfolios may differ from those available to the original Owner;

•

Variable Portfolios may be of a different share class subject to higher 12b-1 fees; and

•

Beneficiaries that elected the Extended Legacy Program prior to September 20, 2010 will continue to be offered the same Variable Portfolios as the original Owner.

Death Benefit Defined Terms

The term “Net Purchase Payment” is used frequently in describing the death benefit payable. Net Purchase Payment is an on-going calculation. It does not represent a contract value.

We determine Net Purchase Payments as Purchase Payments less adjustments for withdrawals. Net Purchase Payments are increased by the amount of subsequent Purchase Payments, if any, and reduced for withdrawals, if any, in the same proportion that the contract value was reduced on the date of such withdrawal.

The term “Withdrawal Adjustment” is used, if you have elected a Living Benefit, to describe the way in which the amount of the death benefit will be adjusted for withdrawals depending on when you take a withdrawal and the amount of the withdrawal. If cumulative withdrawals for the current contract year are taken prior to your 81st birthday and are less than or equal to the Maximum Annual Withdrawal Amount, the amount of adjustment will equal the amount of each withdrawal. If a withdrawal is taken prior to your 81st birthday and cumulative withdrawals for the current contract year are in excess of the Maximum Annual Withdrawal Amount, the contract value and the death benefit are first reduced by the Maximum Annual Withdrawal Amount. The resulting death benefit is further adjusted by the withdrawal amount in excess of the Maximum Annual Withdrawal Amount by the percentage by which the Excess Withdrawal reduced the resulting contract value. If a withdrawal is taken on or after your 81st birthday , the amount of adjustment is determined by the percentage by which the withdrawal reduced the contract value.

The term “withdrawals” as used in describing the death benefit options is defined as withdrawals and the fees and charges applicable to those withdrawals.

The Company does not accept Purchase Payments from anyone age 86 or older. Therefore, the death benefit calculations assume that no Purchase Payments are received on or after your 86th birthday. We will not accept subsequent Purchase Payments on or after the 5th contract anniversary if you have elected a Living Benefit feature.

The death benefit is calculated differently depending on whether you have also elected one of the Living Benefits described above.

The following is a description of the Maximum Anniversary Value death benefit for contracts issued on or after May 1, 2009:

Maximum Anniversary Value Death Benefit

The death benefit is calculated differently depending on whether you have also elected one of the Living Benefits described above. In addition, you may also elect the optional EstatePlus feature, described below. These elections must be made at the time you purchase your contract and once made, cannot be changed or terminated. You may pay for the optional EstatePlus feature and your Beneficiary may never receive the benefit once you begin the Income Phase.

The following describes the death benefit without election of a Living Benefit:

The death benefit is the greatest of:

Contract value; or

Net Purchase Payments; or

Maximum anniversary value on any contract anniversary prior to the earlier of your 83rd birthday or date of death, plus Purchase Payments received since that anniversary; and reduced for any withdrawals since that anniversary in the same proportion that the withdrawal reduced the contract value on the date of such withdrawal. The anniversary value for any year is equal to the contract value on the applicable contract anniversary.

If the contract is issued on or after your 83rd birthday but prior to your 86th birthday, the death benefit is the greater of contract value or Net Purchase Payments.

The following describes the death benefit with election of a Living Benefit:

The death benefit is the greatest of:

Contract value; or

Purchase Payments reduced by:

any Withdrawal Adjustments, if the Living Benefit has not been terminated: or

any Withdrawal Adjustments, prior to the date the Living Benefit is terminated; and reduced for any withdrawals in the same proportion that the withdrawal reduced the contract value on the date of such withdrawal on or after the date the Living Benefit is terminated; or

Maximum anniversary value on any contract anniversary prior to the earlier of your 83rd birthday or date of death, plus Purchase Payments received since that contract anniversary; and reduced by:

any Withdrawal Adjustments since that contract anniversary, if the Living Benefit has not been terminated: or

any Withdrawal Adjustments since that contract anniversary, prior to the date the Living Benefit is terminated; and reduced for any withdrawals in the same proportion that the withdrawal reduced the contract value on the date of such withdrawal on or after the date the Living Benefit is terminated.

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

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

Contract value; or

The lesser of:

Net Purchase Payments; or

125% of contract value.

The following is a description of the Maximum Anniversary Value death benefit option for contracts issued between June 2, 2004 and April 30, 2009:

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

The death benefit is the greatest of:

Contract value; or

Net Purchase Payments; or

Maximum anniversary value on any contract anniversary prior to your 83rd birthday. The anniversary value equals the contract value on a contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Net Purchase Payments since that anniversary.

If the contract is issued on or after your 83rd birthday but before your 86th birthday, the death benefit is greater of:

Contract value; or

The lesser of:

Net Purchase Payments; or

125% of contract value.

The following is applicable to the Maximum Anniversary Value death benefit option for contracts issued between June 2, 2004 and May 1, 2007:

Under the Maximum Anniversary Value option, if you die on or after your 90th birthday, the death benefit is equal to your contract value. Accordingly, you will not get any benefit from this option if you are age 90 or older at the time of death.

The following is a description of the Maximum Anniversary Value death benefit option for contracts issued between October 24, 2001 and June 1, 2004:

The death benefit is the greatest of:

Contract value; or

Net purchase Payments; or

Maximum anniversary value on any contract anniversary prior to your 81st birthday plus any Purchase Payments since that contract anniversary; and reduced for any withdrawals since the contract anniversary in the same proportion that each withdrawal reduced the contract value on the date of the withdrawal.

If you are age 90 or older at the time of death and selected the Maximum Anniversary Value death benefit, the death benefit will be equal to contract value. Accordingly, you will not get any benefit from this option if you are age 81 or older at the time of contract issue or you are age 90 or older at the time of your death.

The following is a description of the Maximum Anniversary Value death benefit for contracts issued prior to October 24, 2001:

The death benefit is the greatest of:

Contract value; or

Total Purchase Payments less withdrawals; or

Maximum anniversary value on any contract anniversary prior to your 81st birthday. The anniversary value equals the contract value on a contract anniversary plus any Purchase Payments and less any withdrawals, since that contract anniversary.

Please see Appendix F for examples of how your death benefit is calculated.

The following is a description of the Combination HV & Roll-Up death benefit for contracts issued on or after May 1, 2009:

Optional Combination HV & Roll-Up Death Benefit

If you elect the Combination HV & Roll-Up death benefit, you may not elect the EstatePlus death benefit, a Living Benefit or any available Fixed Account(s). For an additional fee, you may elect the optional Combination HV & Roll-Up death benefit which can provide greater protection for your Beneficiaries. You may only elect this death benefit at the time you purchase your contract and once elected, the Owner cannot change the election thereafter at any time. The fee for the optional Combination HV & Roll-Up death benefit is 0.50% of the average daily net asset value allocated to the Variable Portfolios. You may pay for this optional death benefit and your Beneficiary may never receive the benefit once you begin the Income Phase. The Combination HV & Roll-Up death benefit can only be

elected prior to your 76th birthday at contract issue. It is not available for election in Washington.

The death benefit is the greatest of:

Contract value; or

The Maximum anniversary value on any contract anniversary prior to the earlier of your 85th birthday or date of death, adjusted for any Net Purchase Payments since that anniversary. The anniversary value for any year is equal to the contract value on the applicable contract anniversary.

Net Purchase Payments received prior to your 80th birthday accumulated at 5% through the earliest of:

(a)

15 years after the contract date; or

(b)

The day before your 80th birthday; or

(c)

The date of death,

adjusted for Net Purchase Payments received after the timeframes outlined in (a)-(c). Net Purchase Payments received after the timeframes outlined in (a)-(c) will not accrue at 5%.

The following is a description of the Purchase Payment Accumulation death benefit option for contracts issued between June 2, 2004 and April 30, 2009:

Purchase Payment Accumulation Option

The death benefit is the greatest of:

Contract value; or

Net Purchase Payments, compounded at 3% annual growth rate to the earlier of the 75th birthday or the date of death, reduced for withdrawals after the 75th birthday in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for Purchase Payments received after the 75th birthday; or

Contract value on the seventh contract anniversary, reduced for withdrawals since the seventh contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for Purchase Payments received after the seventh contract anniversary.

Purchase Payment Accumulation is not available in Washington.

The following is a description of the Purchase Payment Accumulation death benefit option for contracts issued between October 24, 2001 and June 1, 2004:

The death benefit is the greatest of:

Contract value; or

Net purchase Payments compounded at a 4% annual growth rate until the date of death (3% growth rate if age 70 or older at the time of contract issue) plus any Purchase Payment recorded after the date of

death; and reduced for any withdrawals on the same proportion that the withdrawal reduced contract value on the date of the withdrawal; or

Contract value on the seventh contract anniversary, plus any Purchase Payments since the seventh contract anniversary; and reduced for any withdrawal since the seventh contract anniversary in the same proportion that each withdrawal reduced the contract value on the date of the withdrawal, all compounded at a 4% annual growth rate until the date of death (3% growth rate if age 70 or older at the time of contract issue) plus any Purchase Payments recorded after the date of death; and reduced for each withdrawal recorded after the date of death in the same proportion that each withdrawal reduced the contract value on the date of the withdrawal.

The following is a description of the Purchase Payment Accumulation death benefit option for contracts was issued prior to October 24, 2001:

The death benefit is the greatest of:

Contract value; or

Total Purchase Payments less withdrawals, compounded at a 4% annual growth rate until the date of death (3% growth rate if age 70 or older at the time of contract issue)plus any Purchase Payments less withdrawal recorded after the date of death; or

Contract value on the seventh contract anniversary, plus any Purchase Payments and less any withdrawals, since the seventh contact anniversary, all compounded at a 4% annual growth rate until the date of death (3% growth rate if age 70 or older at the time of contract issue) plus any Purchase Payments less withdrawals recorded after the date of death.

Optional EstatePlus Benefit

EstatePlus, an optional earnings enhancement benefit of your contract, may increase the death benefit amount if you have earnings in your contract at the time of death. The fee for the benefit is 0.25% of the average daily ending net asset value allocated to the Variable Portfolios. EstatePlus is not available if you are age 81 or older at the time we issued your contract. EstatePlus was not available if you elected the Combination HV & Roll-Up death benefit. This benefit is not available for election in Washington.

You must have elected EstatePlus at the time we issued your contract and you may not terminate this election. Furthermore, EstatePlus is not payable after the Latest Annuity Date. You may pay for EstatePlus and your Beneficiary may never receive the benefit if you live past the Latest Annuity Date.

We will add a percentage of your contract earnings (the “EstatePlus Percentage”), subject to a maximum dollar amount (the “Maximum EstatePlus Benefit”), to the death benefit payable. The contract year of your death will determine the EstatePlus Percentage and the Maximum EstatePlus Benefit.

The table below applies to contracts issued prior to your 70th birthday:

Contract Year of Death	EstatePlus Percentage	Maximum EstatePlus Benefit
Years 0 – 4	25% of Earnings	40% of Net Purchase Payments
Years 5 – 9	40% of Earnings	65% of Net Purchase Payments*
Years 10+	50% of Earnings	75% of Net Purchase Payments*

The table below applies to contracts issued on or after your 70th birthday but prior to your 81st birthday:

Contract Year of Death	EstatePlus Percentage	Maximum EstatePlus Benefit
All Contract Years	25% of Earnings	40% of Net Purchase Payments*

Purchase Payments received after the 5th contract anniversary must remain in the contract for at least 6 full months to be included as part of Net Purchase Payments for the purpose of the Maximum EstatePlus Benefit.

What is the Contract Year of Death?

Contract Year of Death is the number of full 12-month periods during which you have owned your contract ending on the date of death. Your Contract Year of Death is used to determine the EstatePlus Percentage and Maximum EstatePlus Benefit as indicated in the table above.

What is the EstatePlus Percentage?

We determine the EstatePlus benefit using the EstatePlus Percentage, indicated in the table above, which is a specified percentage of the earnings in your contract on the date of death. For the purpose of this calculation, earnings equals contract value minus Net Purchase Payments as of the date of death. If there are no earnings in your contract at the time of death, the amount of your EstatePlus benefit will be zero.

What is the Maximum EstatePlus Benefit?

The EstatePlus benefit is subject to a maximum dollar amount. The Maximum EstatePlus Benefit is equal to a specified percentage of your Net Purchase Payments, as indicated in the table above.

A Continuing Spouse may continue EstatePlus if they are age 80 or younger on the Continuation Date or terminate the benefit. If a Continuing Spouse is age 81 or older on the Continuation Date, they may continue the contract only and may not continue the EstatePlus feature. If the Continuing Spouse terminates EstatePlus or dies after the Latest

Annuity Date, no EstatePlus benefit will be payable to the Continuing Spouse’s Beneficiary. Please see SPOUSAL CONTINUATION below.

Please see Appendix F for examples of how your death benefit is calculated.

Spousal Continuation

The Continuing Spouse may elect to continue the contract after your death. A spousal continuation can only take place once, upon the death of the original Owner of the contract.

Upon election of Spousal Continuation:

•

Generally, the contract, its benefits and elected features, if any, remain the same.

•

Continuing Spouse is subject to the same fees, charges and expenses applicable to the original Owner of the contract. Please see EXPENSES.

•

If the Continuing Spouse terminates any optional Combination HV & Roll-Up death benefit on the Continuation Date (described below), no optional Combination HV & Roll-Up death benefit will be payable to the Continuing Spouse’s Beneficiary.

•

Continuing Spouse will be subject to the investment risk of Variable Portfolios, as was the original Owner.

Non-spousal joint Owners (including Domestic Partners) are not eligible for spousal continuation, under current tax law.

Upon a spousal continuation, we will contribute to the contract value an amount by which the death benefit that would have been paid to the Beneficiary upon the death of the original Owner, exceeds the contract value as of the Good Order date (“Continuation Contribution”), if any. The Continuation Contribution is not considered a Purchase Payment for the purposes of any other calculations except the death benefit following the Continuing Spouse’s death.

We will process a spousal continuation as of the date we

receive the following at the Annuity Service Center:

•Death Claim form; and

•Satisfactory proof of death of the original Owner.

We will add any Continuation Contribution as of the date we receive both the Continuing Spouse’s written request to continue the contract and satisfactory proof of death of the original Owner (“Continuation Date”) at the Annuity Service Center.

The age of the Continuing Spouse on the Continuation Date will be used to determine any future death benefits under the contract. Please see APPENDIX B – DEATH BENEFITS FOLLOWING SPOUSAL CONTINUATION for a discussion of the death benefit calculations upon a Continuing Spouse’s death.

Please see OPTIONAL LIVING BENEFITS above for information on the effect of Spousal Continuation on these benefits.

Expenses

We may deduct the following fees and expenses if applicable from your contract, as described later in this section.

•

Base Contract Expenses

•

Withdrawal Charges

•

Underlying Fund Expenses

•

Contract Maintenance Fee

•

Transfer Fee

•

Optional Living Benefit Fee

•

Optional Death Benefit Fee

Fees and expenses associated with your contract reduce your investment return. Before purchasing this contract, you should consider the effect of fees and expenses on your investment. You should fully discuss this decision with your financial representative. We will not increase certain contract fees, such as the Base Contract Expense or withdrawal charges for the life of your contract. Underlying Fund investment management fees may increase or decrease. Some states may require that we charge less than the amounts described below. Please see APPENDIX C — STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for state-specific expenses.

We intend to profit from the sale of the contracts. Our profit may be derived as a result of a variety of pricing factors including but not limited to the fees and charges assessed under the contract and/or amounts we may receive from an Underlying Fund, its investment advisor and/or subadvisors (or affiliates thereof). Please see PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT below. The fees, charges, amounts received from the Underlying Funds (or affiliates thereof) and any resulting profit may be used for any corporate purpose including supporting marketing, distribution and/or administration of the contract and, in its role as an intermediary, the Underlying Funds.

Base Contract Expenses

1.52%

(annualized charge as a percentage of the average daily ending net asset value allocated to Variable Portfolios)

The Base Contract Expense (also referred to as Separate Account Charge) compensates the Company for the mortality and expense risk and the costs of contract distribution assumed by the Company.

Generally, the mortality risks assumed by the Company arise from its contractual obligations to make annuity income payments after the Annuity Date and to provide a death benefit. The expense risk assumed by the Company is that the costs of administering the contracts and the Separate Account will exceed the amount received from the fees and

charges assessed under the contract. There may not necessarily be a relationship between the administrative charge imposed under the contract and the amount of expenses that may be attributable to the contract.

If these charges do not cover all of our expenses, we will pay the difference. Likewise, if these charges exceed our expenses, we will keep the difference. The mortality and expense risk charge is expected to result in a profit. Profit may be used for any cost or expense including supporting distribution. Please see PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT below.

If your Beneficiary elects to take the death benefit amount under the Extended Legacy Program, we will deduct an annual Base Contract Expense of 1.15%% of the average daily ending net asset value allocated to the Variable Portfolios. Please see Extended Legacy Program under DEATH BENEFITS.

Withdrawal Charges

The contract provides a penalty-free withdrawal amount every contract year. Please see ACCESS TO YOUR MONEY above. You may incur a withdrawal charge if you take a withdrawal in excess of the penalty-free withdrawal amount and/or if you fully surrender your contract. Withdrawal Charges reimburse us for the cost of contract sales, expenses associated with issuing your contract and other acquisition expenses.

We apply a withdrawal charge schedule against each Purchase Payment you contribute to the contract. After a Purchase Payment has been in the contract for 9 complete years if you elected to participate in the Polaris Rewards program, a withdrawal charge no longer applies to that Purchase Payment. The withdrawal charge percentage declines over time for each Purchase Payment in the contract. The withdrawal charge schedules are as follows:

Withdrawal Charge without the election of the Polaris Rewards Program:

Years Since Purchase Payment Receipt	1	2	3	4	5	6	7	8+
Withdrawal Charge	7%	6%	5%	4%	3%	2%	1%	0%

Withdrawal Charge with election of the Polaris Rewards Program:

Years Since Purchase Payment Receipt	1	2	3	4	5	6	7	8	9	10+
Withdrawal Charge	9%	9%	8%	7%	6%	5%	4%	3%	2%	0%

These higher potential withdrawal charges for the Polaris Rewards program may compensate us for the expenses associated with the program.

The Polaris Rewards program is designed for long term investing. We expect that if you remain committed to this investment over the long term, we will profit as a result of fees charged over the life of your contract. However, other than the withdrawal charge, no other fees or charges are

higher if you elect Polaris Rewards than the contract without an election of this program.

Although we do not assess a withdrawal charge when you take a 10% penalty-free withdrawal of the total invested amount we will proportionally reduce the amount of any corresponding Deferred Payment Enhancement.

When calculating the withdrawal charge, we treat withdrawals as coming first from the Purchase Payments that have been in your contract the longest, which means the Purchase Payments that have the lowest Withdrawal Charge percentages. However, for tax purposes, per IRS requirements, your withdrawals are considered as coming first 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 whether any applicable withdrawal charges are deducted from the amount withdrawn or from the contract value remaining after the amount withdrawn. If you fully surrender your contract value, we deduct any applicable withdrawal charges from the amount surrendered.

We will not assess a withdrawal charge when we pay a death benefit or when you annuitize your contract.

Withdrawals made prior to age 59½ may result in tax penalties. Please see TAXES below.

Underlying Fund Expenses

There are deductions from and expenses paid out of the assets of each Underlying Fund. Detailed information about these deductions and expenses can be found in the prospectuses for the Underlying Funds.

Investment Management Fees

Investment management fees are set by the Underlying Funds’ own board of directors, and may vary. These fees are not fixed or specified in your annuity contract.

Each Variable Portfolio purchases shares of a corresponding Underlying Fund. The Accumulation Unit value for each purchased Variable Portfolio share reflects the investment management fees and other expenses of the corresponding Underlying Funds. If you invest in a Master Fund, the Accumulation Unit value will also reflect the investment management fee and other expenses of the corresponding Master Fund.

12b-1 Fees

Certain Underlying Funds available in this product, including the Feeder Funds, assess a 12b-1 fee of 0.25% of the

average daily net assets allocated to those Underlying Funds. Over time these fees will increase the cost of your investment.

There is an annualized 0.25% fee applicable to Series II shares of AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Class 2 shares of the Principal Variable Contracts Funds, Inc., Class 2 shares of the Franklin Templeton Variable Insurance Products Trust, Class 3 shares of Seasons Series Trust and SunAmerica Series Trust, Class 2 shares of Columbia Funds Variable Insurance Trust I and Class Service Shares of the Goldman Sachs Variable Insurance Trust. This amount is generally used to pay financial intermediaries for services provided over the life of your contract.

The 12b-1 fees compensate us for costs associated with the servicing of these shares, including, but not limited to, reimbursing us for expenditures we make to registered representatives in selling firms for providing services to contract Owners who are indirect beneficial Owners of these shares and for maintaining contract Owner accounts.

Contract Maintenance Fee

During the Accumulation Phase, we deduct a contract maintenance fee of $35 from your contract once per year on your contract anniversary. This charge compensates us for the cost of administering your contract. The fee is deducted proportionately from your contract value on your contract anniversary by redeeming the number of Accumulation Units invested in the Variable Portfolios and the dollar amount invested in available Fixed Accounts which in total equal the amount of the fee. If you withdraw your entire contract value, we will deduct the contract maintenance fee from that withdrawal.

If your contract value is $50,000 or more on your contract anniversary date, we currently waive this fee. This waiver is subject to change without notice.

Please see APPENDIX C — STATE CONTRACT AVAILABILITY AND/OR VARIABILITY for the state-specific Contract Maintenance Fee.

Transfer Fee

After 15 Transfers

$25

We permit 15 free transfers between investment options each contract year. We charge you $25 for each additional transfer that contract year. The transfer fee compensates us for the cost of processing your transfer.
In Pennsylvania and Texas, any transfer over the limit of 15 will incur a $10 transfer fee.

Optional Living Benefit Fees

Please see FEE TABLE above for a description of the optional Living Benefit fees offered over time in this contract.

Optional Combination HV & Roll-Up Death Benefit Fee

The annualized fee for the optional Combination HV & Roll-Up death benefit is 0.50% of the average daily net asset value allocated to the Variable Portfolio(s).

Optional EstatePlus Fee

The annualized fee for the optional EstatePlus benefit is 0.25% of the average daily ending net asset value allocated to the Variable Portfolio(s).

Premium Tax

Certain states charge the Company a tax on Purchase Payments that ranges from 0% to 3.5%. Some states assess this premium tax when the contract is issued while other states only assess the tax upon annuitization. The Company may advance any tax amount due, but we will deduct such amount from your contract value only when and if you begin the Income Phase (annuitization).

Income Taxes

We do not currently deduct income taxes from your contract. We reserve the right to do so in the future.

Reduction or Elimination of Fees, Expenses and Additional Amounts Credited

Sometimes sales of contracts to groups of similarly situated individuals may lower our fees and expenses. We determine which groups are eligible for this treatment. Some of the criteria we evaluate to make a determination are size of the group; amount of expected Purchase Payments; relationship existing between us and the prospective purchaser; length of time a group of contracts is expected to remain active; purpose of the purchase and whether that purpose increases the likelihood that our expenses will be reduced; and/or any other factors that we believe indicate that fees and expenses may be reduced.

The Company may make such a determination regarding sales to its employees, its affiliates’ employees and employees of currently contracted broker-dealers; its registered representatives; and immediate family members of all of those described. Currently, the Company credits an additional amount to contracts sold to the following groups: (1) employees of the Company and its affiliates, and their immediate family members; (2) appointed agents and registered representatives of broker-dealers that sell the Company’s and its affiliates’ variable contracts, and the agents’ and registered representatives’ immediate family members; (3) trustees of mutual funds offered in the Company’s and its affiliates’ variable contracts. The additional amount credited to a contract sold to one of the

above individuals will generally equal the commission payable on the initial purchase payment for the contract. This means that the additional amount will generally be 6.00% (4.00% if you elected Polaris Rewards) of the initial Purchase Payment.

Certain broker-dealers may limit crediting this additional amount to employees only.

Payments in connection with distribution of the contract

Payments We Make

We make payments in connection with the distribution of the contracts that generally fall into the three categories below.

As a result of the payments that financial representatives may receive from us or other companies, some financial representatives may have a financial incentive to offer you a new contract in place of the one you already own. You should consider exchanging a contract you already own only if you determine, after comparing the features, fees, and risks of both contracts, that it is better for you to purchase the new contract rather than continue to own your existing contract.

Commissions. Registered representatives of affiliated and unaffiliated broker-dealers (“selling firms”) licensed under federal securities laws and state insurance laws sell the contract to the public. The selling firms have entered into written selling agreements with the Company and Corebridge Capital Services, Inc., the distributor of the contracts. We pay commissions to the selling firms for the sale of your contract. The selling firms are paid commissions for the promotion and sale of the contracts according to one or more schedules. The amount and timing of commissions will vary depending on the selling firm and its selling agreement with us. For example, as one option, we may pay upfront commission only, up to a maximum 7.75% of each Purchase Payment you invest (which may include promotional amounts we may pay periodically as commission specials). Another option may be a lower upfront commission on each Purchase Payment, with a trail commission of up to a maximum 1.50% of contract value annually for the life of the contract.

The registered representative who sells you the contract typically receives a portion of the compensation we pay to his/her selling firm, depending on the agreement between the selling firms and its registered representative and their internal compensation program. We are not involved in determining your registered representatives’ compensation.

Additional Cash Compensation. We may enter into agreements to pay selling firms support fees in the form of additional cash compensation (“revenue sharing”). These revenue sharing payments may be intended to reimburse the selling firms for specific expenses incurred or may be based

on sales, certain assets under management, longevity of assets invested with us and/or a flat fee. Asset-based payments primarily create incentives to service and maintain previously sold contracts. Sales-based payments primarily create incentives to make new sales of contracts.

These revenue sharing payments may be consideration for, among other things, product placement/preference and visibility, greater access to train and educate the selling firm’s registered representatives about our contracts, our participation in sales conferences and educational seminars and for selling firms to perform due diligence on our contracts. The amount of these fees may be tied to the anticipated level of our access in that selling firm.

We enter into such revenue sharing arrangements in our discretion and we may negotiate customized arrangements with selling firms, including affiliated and non-affiliated selling firms based on various factors. These special compensation arrangements are not offered to all selling firms and the terms of such arrangements may vary between selling firms depending on, among other things, the level and type of marketing and distribution support provided, assets under management and the volume and size of the sales of our contracts.

If allowed by his or her selling firm, a registered representative or other eligible person may purchase a contract on a basis in which an additional amount is credited to the contract. Please see REDUCTION OR ELIMINATION OF FEES, EXPENSES AND ADDITIONAL AMOUNTS CREDITED above.

We provide a list of firms to whom we paid annual amounts greater than $15,000 under these revenue sharing arrangements in 2025 in the Statement of Additional Information which is available upon request.

Non-Cash Compensation. Some registered representatives and their supervisors may receive various types of non-cash compensation such as gifts, promotional items and entertainment in connection with our marketing efforts. We may also pay for registered representatives to attend educational and/or business seminars. Any such compensation is paid in accordance with SEC and FINRA rules.

We do not assess a specific charge directly to you or your Separate Account assets in order to cover commissions and other sales expenses and incentives we pay. However, we anticipate recovering these amounts from our profits which are derived from the fees and charges collected under the contract. We hope to benefit from these revenue sharing arrangements through increased sales of our contracts and greater customer service support.

Revenue sharing arrangements may provide selling firms and/or their registered representatives with an incentive to favor sales of our contracts over other variable annuity contracts (or other investments) with respect to which a selling firm does not receive the same level of additional compensation. You should discuss with your selling firm

and/or registered representative how they are compensated for sales of a contract and/or any resulting real or perceived conflicts of interest. You may wish to take such revenue sharing arrangements into account when considering or evaluating any recommendation relating to this contract.

Payments We Receive

We and our affiliates may directly or indirectly receive revenue sharing payments from the Trusts, their investment advisors, subadvisors and/or distributors (or affiliates thereof), in connection with certain administrative, marketing and other services we provide and related expenses we incur. The availability of these revenue sharing arrangements creates an incentive for us to seek and offer Underlying Funds (and classes of shares of such Underlying Funds) that pay us higher amounts. Other Underlying Funds (or available classes of shares) may have lower fees and better overall investment performance. Not all Trusts pay the same amount of revenue sharing. Therefore, the amount of fees we collect may be greater or smaller based on the Underlying Funds you select.

We and our affiliates generally receive three kinds of payments described below.

Rule 12b-1 or Service Fees. We receive 12b-1 fees of up to 0.25% or service fees of up to 0.50% of the average daily net assets in certain Underlying Funds, including the Feeder Funds. These fees are deducted directly from the assets of the Underlying Funds. Please see EXPENSES above.

Administrative, Marketing and Support Service Fees. We receive compensation of up to 0.70% annually based on assets under management from certain Trusts’ investment advisors, subadvisors and/or distributors (or affiliates thereof). These payments may be derived, in whole or in part, from the profits the investment advisor realizes on the investment management fees deducted from assets of the Underlying Funds or wholly from the assets of the Underlying Funds. Contract Owners, through their indirect investment in the Trusts, bear the costs of these investment management fees, which in turn will reduce the return on your investment. The payments we receive are generally based on assets under management from certain Trusts’ investment advisors or their affiliates and vary by Trust. Some investment advisors, subadvisors and/or distributors (or affiliates thereof) pay us more than others. The amount may be significant.

Other Payments. Certain investment advisors, subadvisors and/or distributors (or affiliates thereof) may help offset the costs we incur for marketing activities and training to support sales of the Underlying Funds in the contract. These amounts are paid voluntarily and may provide such advisors, subadvisors and/or distributors access to national and regional sales conferences attended by our employees and registered representatives. The amounts paid depend on the nature of the meetings, the number of meetings attended,

the costs expected to be incurred and the level of the advisor’s, subadvisor’s or distributor’s participation.

In addition, we (and our affiliates) may receive occasional gifts, entertainment or other compensation as an incentive to market the Underlying Funds and to cooperate with their marketing efforts. As a result of these payments, the investment advisors, subadvisors and/or distributors (or affiliates thereof) may benefit from increased access to our wholesalers and to our affiliates involved in the distribution of the contract.

Annuity Income Options

The Income Phase

What is the Income Phase?

During the Income Phase, we use the money accumulated in your contract to make regular payments to you. This is known as “annuitizing” your contract. At this point, the Accumulation Phase ends. You will no longer be able to take withdrawals of contract value and all other features and benefits of your contract will terminate, including your ability to surrender your contract.

Beginning the Income Phase is an important event. You have different options available to you. You should discuss your options with your financial representative and/or tax adviser so that together you may make the best decision for your particular circumstances.

When does the Income Phase begin?

Generally, you can annuitize your contract any time after your second contract anniversary (“Annuity Date”) and on or before the Latest Annuity Date, defined below, by completing and mailing the Annuity Option Selection Form to our Annuity Service Center.

If you do not request to annuitize your contract on the Annuity Date of your choice, your contract will be annuitized on the Latest Annuity Date. Your Latest Annuity Date is defined as the later of the first NYSE business day of the month following your 95th birthday or 10 years after your contract issue date, whichever is later. If your contract is jointly owned, the Latest Annuity Date is based on the older 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 a completed Annuity Option Selection Form to our Annuity Service Center. If you do not select an annuity income payment option, your contract will be annuitized in accordance with the default annuity income payment option specified under Annuity Income Options below.

What is the impact on the living and death benefits if I annuitize?

If you annuitize, you may choose to take annuity income payments or withdrawals under your Living Benefit. Prior to annuitizing, you should seek advice on whether taking annuity income payments under the contract or guaranteed withdrawals under a Living Benefit are more advantageous to you. Upon annuitizing the contract, the death benefit will terminate. If your contract value is reduced to zero prior to annuitization as a result of receiving guaranteed withdrawals under the Living Benefit, you will receive your Protected Income Payment under the Living Benefit. Please see OPTIONAL LIVING BENEFITs and DEATH BENEFITS above.

Annuity Income Options

You must send a written request to our Annuity Service Center to select an annuity income option. Once you begin receiving annuity income payments, you cannot change your annuity income option. If you elect to receive annuity income payments but do not select an annuity income option, your annuity income payments shall be in accordance with Option 4 for a period of 10 years; for annuity income payments based on joint lives, the default is Option 3 for a period of 10 years. Generally, the amount of each annuity income payment will be less with greater frequency of payments or if you chose a longer period certain guarantee.

We base our calculation of annuity income payments on the life expectancy of the Annuitant and the annuity rates set forth in your contract. In most contracts, the Owner and Annuitant are the same person. The Owner may change the Annuitant if different from the Owner at any time prior to the Annuity Date. The Owner must notify us if the Annuitant dies before the Annuity Date and designate a new Annuitant. If we do not receive a new Annuitant election, the Owner may not select an annuity income option based on the life of the Annuitant.

If the contract is owned by a non-natural Owner, the Annuitant cannot be changed after the contract has been issued and the death of the Annuitant will trigger the payment of the death benefit.

If you elect a lifetime based annuity income option without a guaranteed period, your annuity income payments depend on longevity only. That means that you may potentially not live long enough to receive an annuity income payment. If you die before the first annuity income payment, no annuity income payments will be made.

Annuity Income Option 1 – Life Income Annuity

This option provides annuity income payments for the life of the Annuitant. Annuity income payments end when the Annuitant dies.

Annuity Income Option 2 – Joint and Survivor Life Income Annuity

This option provides annuity income payments for the life of the Annuitant and for the life of another designated person. Upon the death of either person, we will continue to make annuity income payments during the lifetime of the survivor. Annuity income payments end when the survivor dies. For Qualified contracts, under certain circumstances, the survivor’s annuity income payments may be limited based on the Internal Revenue Code.

Annuity Income Option 3 – Joint and Survivor Life Income Annuity with 10 or 20 Years Guaranteed

This option is similar to Option 2 above, with an additional guarantee of payments for at least 10 or 20 years, depending on the period chosen. If the Annuitant and the survivor die before all of the guaranteed annuity income payments have been made, the remaining annuity income payments are made to the Beneficiary under your contract. A guarantee of payments greater than 10 years may not be available to all Beneficiaries. For Qualified contracts, under certain circumstances the survivor's annuity income payments may be limited based on the Internal Revenue Code.

Annuity Income Option 4 – Life Income Annuity with 10 or 20 Years Guaranteed

This option is similar to income Option 1 above with an additional guarantee of payments for at least 10 or 20 years, depending on the period chosen. If the Annuitant dies before all guaranteed annuity income payments are made, the remaining annuity income payments are made to the Beneficiary under your contract. A guarantee of payments greater than 10 years may not be available to all Beneficiaries. For Qualified contracts, under certain circumstances the Beneficiary’s annuity income payments may be limited based on the Internal Revenue Code.

Annuity Income Option 5 – Income for a Specified Period

This option provides annuity income payments for a guaranteed period ranging from 5 to 30 years, depending on the period chosen. If the Annuitant dies before all the guaranteed annuity income payments are made, the remaining annuity income payments are made to the Beneficiary under your contract. A guarantee of payments for more than 10 years may not be available to all Beneficiaries. For Qualified contracts, under certain circumstances the Beneficiary’s annuity income payments may be limited based on the Internal Revenue Code. Additionally, if variable annuity income payments are elected under this option, you (or the Beneficiary under the contract if the Annuitant dies prior to all guaranteed annuity income payments being made) may redeem any remaining guaranteed variable annuity income payments after the Annuity Date. Upon your request, the contract may be commuted if a period certain annuitization income option

has been elected. The amount available upon such redemption would be the discounted present value of any remaining guaranteed annuity income payments that would reflect the fluctuating trading costs for liquidating the securities in place to pay for these contractual obligations. The detrimental impact depends on the nature of the securities (and which may include short-term, medium term, and/or long-term investments) resulting in varying losses to the Company.

The value of an Annuity Unit, regardless of the option chosen, takes into account Base Contract Expense which includes a mortality and expense risk charge. Since Option 5 does not contain an element of mortality risk, no benefit is derived from this charge.

Please see the Statement of Additional Information for a more detailed discussion of the annuity income options.

Fixed or Variable Annuity Income Payments

You can choose annuity income payments that are fixed, variable or both. Unless otherwise elected, if at the date when annuity income payments begin you are invested in the Variable Portfolios only, your annuity income payments will be variable and if your money is only in Fixed Accounts at that time, your annuity income payments will be fixed in amount. Further, if you are invested in both Fixed Accounts and Variable Portfolios when annuity income payments begin, your payments will be fixed and variable, unless otherwise elected. If annuity income payments are fixed, the Company guarantees the amount of each payment. If the annuity income payments are variable, the amount is not guaranteed and may fluctuate as described under ANNUITY INCOME PAYMENTS below.

Annuity Income Payments

We make annuity income payments on a monthly, quarterly, semi-annual or annual basis as elected by you. You instruct us to send you a check or to have the payments directly deposited into your bank account. If state law allows, we distribute annuities with a contract value of $5,000 or less in a lump sum. Also, if state law allows and the selected annuity income option results in annuity income payments of less than $50 per payment, we may decrease the frequency of payments.

If you are invested in the Variable Portfolios after the Annuity Date, your annuity income payments vary depending on the following:

•

for life income options, your age when annuity income payments begin; and

•

the contract value attributable to the Variable Portfolios on the Annuity Date; and

•

the 3.5% assumed investment rate used in the annuity table for the contract; and

•

the performance of the Variable Portfolios in which you are invested during the time you receive annuity income payments.

If you are invested in both the Fixed Accounts and the Variable Portfolios after the Annuity Date, the allocation of funds between the Fixed Accounts and Variable Portfolios also impacts the amount of your annuity income payments.

The value of fixed annuity income payments, if elected, will not be less than 1%. The value of variable annuity income payments, if elected, is based on an assumed interest rate (“AIR”) of 3.5% compounded annually. Variable annuity income payments generally increase or decrease from one annuity income payment date to the next based upon the performance of the applicable Variable Portfolios. If the performance of the Variable Portfolios selected is equal to the AIR, the annuity income payments will remain constant. If performance of Variable Portfolios is greater than the AIR, the annuity income payments will increase and if it is less than the AIR, the annuity income payments will decline.

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 during the deferral period. Please see ACCESS TO YOUR MONEY above for a discussion of when payments from a Variable Portfolio may be suspended or postponed.

Taxes

The federal income tax treatment of annuity contracts or retirement programs is complex and sometimes uncertain. The discussion below is intended for general informational purposes only and is not intended as tax advice, either general or individualized, nor should be interpreted as providing any predictions or guarantees of a particular tax treatment. This discussion is based upon the Company’s understanding of current tax rules and interpretations. Finally, this discussion does not address all federal income tax consequences of transactions (including consequences of sales to foreign individuals or entities), state or local tax consequences, estate or gift tax consequences, or the impact of foreign tax laws, associated with your contract.

Tax laws are subject to legislative modification, and while many such modifications will have only a prospective application, it is important to recognize that a change could have a retroactive effect as well. As a result, you should consult a tax adviser about the application of tax rules found in the Internal Revenue Code of 1986, as amended (“IRC” or “the Code”), Treasury Regulations, applicable Internal Revenue Service (“IRS”) guidance, and any regulatory developments to your individual situation. We do not guarantee the tax status or treatment of your annuity contract.

Tax rules vary, depending on whether the contract is offered under your employer-sponsored retirement program or

arrangement, an individual retirement account or annuity (a Qualified contract), or a Non-Qualified contract.

The contracts are used under many types of retirement arrangements, including the following:

•

IRC section 403(b) annuities for employees of public schools, community colleges, colleges and universities, and other section 501(c)(3) tax-exempt organizations;

•

IRC section 401(a), 403(a), and 401(k) qualified plans (including plans for self-employed individuals);

•

IRC section 408(b) traditional IRAs;

•

IRC section 408A Roth IRAs;

•

IRC section 457 deferred compensation plans of governmental and certain tax-exempt employers;

•

IRC section 408(k) SEPs and SARSEPs; and

•

IRC section 408(p) SIMPLE retirement accounts.

Contracts purchased under these retirement arrangements described above (“Qualified Arrangement”) generally are referred to in this prospectus as “Qualified contracts.” Contracts that are not purchased in connection with a Qualified Arrangement generally are referred to in this prospectus as “Non-Qualified contracts.” Note that there are certain types of plans that are referred to as non-qualified, e.g. non-qualified deferred compensation plans under IRC section 457, that, for purposes of this prospectus, are considered Qualified Arrangements. See below for further details.

Non-Qualified Contracts

Tax Status of Non-Qualified Contracts

In General

Generally, the increases in the value of a contract are not taxed until a distribution occurs. The taxable portion of the distribution is taxed at ordinary income tax rates. However, this tax deferral is only available if the contract satisfies certain federal tax rules and requirements, described next. We do not guarantee the tax status or treatment of your contract. The remainder of the discussion assumes that the contract will be treated as an annuity contract for federal income tax purposes.

Late Annuity Start Date

If the contract’s annuity start date occurs (or is scheduled to occur) at a time when the Owner has reached an advanced age, it is possible that the contract would not be treated as an annuity for federal income tax purposes. In that event, the income and gains under the contract could be currently includable in the Owner’s income.

Diversification

For a contract to be treated as a variable annuity for federal income tax purposes, the underlying investments under the

variable annuity must be “adequately diversified”. Treasury Regulations provide standards that must be met to comply with the rules. Under the regulations, an investment portfolio will be deemed adequately diversified if (1) no more than 55% of the value of the total assets of the portfolio is represented by any one investment; (2) no more than 70% of the value of the total assets of the portfolio is represented by any two investments; (3) no more than 80% of the value of the total assets of the portfolio is represented by any three investments; and (4) no more than 90% of the value of the total assets of the portfolio is represented by any four investments.

If the variable annuity fails to comply with these diversification standards, you could be required to pay tax currently on the excess of the contract value over the contract Purchase Payments. We expect that the manager of the Underlying Funds monitors the Underlying Funds to comply with these Treasury Regulations.

Investor Control

Under certain circumstances, you, and not the Company, could be treated as the owner of the assets held in the Separate Account under your Non-Qualified contract, based on the degree of control you exercise over the underlying investments. If this occurs, you may be currently taxed on income and gains attributable to the assets under the contract rather than at the time of withdrawal.

There is little guidance in this area, and the determination of whether you possess sufficient incidents of ownership over such assets depends on all of the relevant facts and circumstances. However, Revenue Rulings 2003-91 and 2003-92 provide that an annuity owner’s ability to choose among general investment strategies either at the time of the initial purchase or thereafter, does not constitute control sufficient to cause the contract holder to be treated as the owner of such assets. The Revenue Rulings provide that if, based on all the facts and circumstances, you do not have direct or indirect control over such assets, then you do not possess sufficient incidents of ownership over the assets supporting the annuity to be deemed the owner of the assets for federal income tax purposes. We do not know what limits may be set by the IRS in any future guidance that it may issue and whether such limits will apply to existing contracts.

While we believe the contract does not give you investor control over such assets, we reserve the right to modify the contract as necessary to prevent you from being considered as the owner of the assets of the contract for purposes of the Code.

Non-Natural Owners

A trust or corporation or other Owner that is not a natural person (“Non-Natural Owner”) should consult a tax adviser. Generally, the Code does not confer tax-deferred status upon a Non-Qualified contract owned by a Non-Natural Owner for federal income tax purposes. Instead in such cases, the

Non-Natural Owner pays tax each year on the contract’s “income on the contract” (as defined in the tax law). However, certain exceptions may apply, such as for contracts held by a trust or other entity as an agent for a natural person or contracts held by certain employer sponsored retirement arrangements. If an exception applies, the entity’s general interest deduction under the Code may be limited. Finally, certain non-qualified deferred compensation plans are subject to special tax rules. Please consult a tax advisor if you are a Non-Natural Owner of a contract.

Tax Treatment of Purchase Payments

Purchase Payments paid to a Non-Qualified contract are neither excludible from the gross income of the contract Owner nor deductible for tax purposes. In general, your cost basis in a Non-Qualified contract is equal to the Purchase Payments you put into the contract less any amounts previously received from the contract that were not includible in income.

Tax Treatment of Distributions

Partial Withdrawals

If you make a partial withdrawal from a Non-Qualified contract, the IRC generally treats such withdrawals as taxable to the extent your contract value before the withdrawal (determined before the application of any surrender charge) exceeds your cost basis. Partial withdrawals from a Non-Qualified contract that has Purchase Payments made before August 14, 1982, are an important exception to this general rule and are treated as first coming from the pre-August 14, 1982 Purchase Payments.

Amounts received under an automatic withdrawal plan are treated as withdrawals and not annuity payments for purposes of calculating taxable income.

Optional Living Benefits/Other Benefits

Generally, we will treat amounts credited to the contract value under the optional Living Benefit guarantees, for income tax purposes, as earnings in the contract. Thus, payments of Living Benefits are treated as taxable withdrawals to the extent there are taxable gains in the contract value. Payments in accordance with such guarantees after the contract value has been reduced to zero may be treated for tax purposes as amounts received as an annuity, if the other requirements for such treatment are satisfied. All payments or withdrawals after cost basis has been reduced to zero, whether or not under such a guarantee, will be treated as taxable amounts. If available and you elect an optional Living Benefit, the application of certain tax rules, including those rules relating to distributions from your contract, are not entirely clear. Such benefits are not intended to adversely affect the tax treatment of

distributions or of the contract. However, you should be aware that little guidance is available. You should consult a tax adviser before electing an optional Living Benefit.

Full Surrenders

In the case of a full surrender of a Non-Qualified contract, the amount received on surrender is taxable to the extent it exceeds the cost basis.

Assignments and Gratuitous Transfers

If you transfer ownership of your Non-Qualified contract to a person other than your spouse (or former spouse incident to a divorce) you will owe federal income tax on the contract’s cash surrender value to the extent it exceeds your cost basis. The transferee’s cost basis will be increased to reflect the amount the transferor includes in income.

An assignment or pledge (or agreement to assign or pledge) of any portion of a Non-Qualified contract will be treated as a withdrawal. If the entire contract value is assigned or pledged, subsequent increases in the contract value are also treated as withdrawals for as long as the assignment or pledge remains in place. The cost basis is increased by the amount included in income with respect to such assignment or pledge.

Aggregation Rule

If you purchase multiple non-qualified annuity contracts from the same insurance company (or its affiliates), within the same calendar year, the IRS generally requires these annuity contracts to be aggregated and treated as a single contract for purposes of determining the taxable income associated with any distribution taken from the contracts for tax purposes. For purposes of this rule, contracts received in a Section 1035 exchange will be considered issued in the year of the exchange. (However, the contracts may be treated as issued on the issue date of the contract being exchanged, for certain purposes, including determining whether the contract is an immediate annuity contract.) Aggregation impacts the amount of the distributions described above that is subject to taxation (and potentially subject to the 10% additional tax, if applicable). Owners should seek their own tax advice if you are purchasing more than one annuity from the same insurance company (or its affiliates) in the same calendar year.

Annuity Payments

If you annuitize your Non-Qualified contract, a portion of each annuity income payment will be considered, for tax purposes, to be a return of a portion of your cost basis. The portion of each annuity income payment that is considered a return of your cost basis will not be taxed. Your annuity income payment will be considered fully taxable after you have received a return of the entire amount of your cost basis.

Death Benefits

The taxable amount of any death benefits paid under the contract are taxable to the Beneficiary. The rules governing the taxation of payments from a Non-Qualified annuity contract, as discussed above, generally apply whether the death benefit is paid as lump sum or annuity income payments. Estate taxes may also apply.

Enhanced death benefits (if applicable to your contract) are used as investment protection and are not expected to give rise to any adverse tax effects. However, the IRS could take the position that some or all the charges for these death benefits should be treated as a partial withdrawal from the contract. In that case, the amount of the partial withdrawal may be includible in taxable income and subject to the 10% additional tax if the Owner is under 59½, unless another exception applies. You should consult your tax adviser regarding these features and benefits prior to purchasing a contract.

Upon death, any remaining amounts in the contract must be distributed in accordance with the requirements under the Code. For deaths that occur after the contract’s annuity start date, payments under the annuity option elected will continue to be paid at least as rapidly as under the method of distribution in effect at such Owner’s death. For deaths that occur prior to the contract’s annuity start date, the entire interest in the contract can be paid in one of the following manner:

Lump sum payment of the death benefit.

Payment of the entire death benefit within five years of the date of any Owner’s death.

Payment of the death benefit over the lifetime of the Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary. Under this option, distributions must begin within one year of the date of any Owner’s death. Note - This option is not available for a Beneficiary that is a non-natural person.

Spousal Option Only. The spousal Beneficiary can elect to treat the annuity contract as their own.

Special rules apply if the Owner is a non-natural person, where the annuitant is generally treated as the Owner.

10% Additional Tax

The taxable portion of any distribution, whether annuity income payment or other withdrawal, prior to the Owner reaching age 59½ is subject to a 10% additional tax unless an exception applies. Some of the main exceptions include:

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when paid to your Beneficiary after you die;

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after you become permanently disabled (as defined in the IRC);

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when paid as a part of a series of substantially equal periodic payments (not less frequently than

annually) made for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated Beneficiary;

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under an immediate annuity contract; or

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when attributable to Purchase Payments made prior to August 14, 1982.

Other exceptions may available depending on contract type and your circumstances. Please consult your tax advisor or www.irs.gov for more information.

Net Investment Income Tax

There is a 3.8% tax on net investment income for Owners with Modified Adjusted Gross Income (“MAGI”) that exceeds certain thresholds based on the type of filer. Further information may be found on www.irs.gov. For this purpose, net investment income generally will include taxable distributions from a Non-Qualified contract. It is also possible the tax could apply to other taxable amounts relating to your Non-Qualified contract. Please consult your tax advisor. This tax generally does not apply to Qualified contracts; however, taxable distributions from such contracts may be considered in determining the MAGI threshold.

Tax Treatment of Exchanges

The Non-Qualified contract may be issued in exchange for all or part of another annuity contract that you own. In addition, the contract Owner may be permitted to exchange the contract for a new annuity contract prior to the commencement of annuity income payments. A full or partial exchange of one annuity contract for another is a tax-free transaction under IRC section 1035, provided that the requirements of that section are satisfied. Please note that the exchange may be tax reportable. If you exchange part of an existing annuity contract for another annuity contract, and within 180 days of the exchange you receive a distribution other than certain annuity payments, the exchange may not be tax free. You should consult a tax advisor when exchanging part or all of an annuity contract.

Qualified Contracts

In General

Qualified contracts taxation varies with the type of plan and terms and conditions of each specific plan. You will get no additional tax advantage from this contract if you are investing through a Qualified contract beyond the treatment provided to alternative qualifying arrangements such as trusts or custodial accounts. However, in both cases the contract offers features and benefits that other investments may not offer. You and your financial representative should carefully consider whether the features and benefits, including the investment options, lifetime annuity income options, protection through Living Benefits, death benefits and other benefits provided under an annuity contract issued in connection with a Qualified contract are suitable for your needs and objectives and are appropriate in light of the expense.

The terms of the plan may limit the rights otherwise available under the contracts. The Code and, if applicable, your contract or Qualified Arrangement, may have limitations and restrictions such as: the amount that can be contributed; the form, manner and timing of distributions; vesting and non-forfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions, withdrawals and surrenders. Some of these limitations are adjusted annually. Please see www.IRS.gov or consult your tax advisor.

The following are general summary descriptions of the types of Qualified Arrangements with which the Qualified contracts may be used. Not all plan types will be available under your contract. Descriptions of such arrangements are not exhaustive and are for general information purposes only. The tax rules regarding Qualified Arrangements are very complex and will have differing applications depending on individual facts and circumstances. Each prospective purchaser should obtain competent tax advice prior to purchasing a contract issued under a qualified plan.

Note that the Company no longer issues new Qualified contracts other than IRAs, SEP IRAs, or ROTH IRAs.

Plans of Self-Employed Individuals: “H.R. 10 Plans”

Section 401 of the Code permits self-employed individuals to establish qualified plans for themselves and their employees, commonly referred to as “H.R. 10” or “Keogh” Plans.

Pension and Profit Sharing Plans 401(a)/401(k)

The Code permits certain employers to establish various types of retirement plans, including 401(k) plans, for employees. These retirement plans may permit the purchase of the Qualified contracts to provide benefits under the plan. Contributions to the contracts will be restricted by the Code and the terms of the plan.

Tax-Sheltered Annuity (403(b))

Section 403(b) of the Code permits the purchase of “tax-sheltered annuities” by public educational institutions and tax-exempt organizations described in Section 501(c)(3) of the Code.

Treasury regulations include several rules and requirements, such as a requirement that employers maintain their 403(b) plans pursuant to a written plan. The regulations, subsequent IRS guidance, and the terms of the written plan may impose restrictions on both new and existing Qualified contracts, including restrictions on the availability of loans, distributions, transfers and exchanges, regardless of when a contract was purchased.

In general, certain contracts originally established by a IRS Revenue Ruling 90-24 transfer prior to September 25, 2007 are exempt (or grandfathered) from some of the requirements of the regulations; provided that no salary reduction or other contributions have ever been made to the contract, and that no additional transfers are made to the contract on or after September 24, 2007.

Effective January 1, 2009 the Company no longer accepts new Purchase Payments (including contributions, transfers and exchanges) into new or existing 403(b) annuities.

Traditional Individual Retirement Annuities (IRA), SEP IRA, or Roth IRA

The IRA Disclosure Statement, ROTH IRA Disclosure Statement, or Traditional, SEP, and Roth Individual Retirement Annuity (IRA) Combined Disclosure Statement which was received at the time of original issue of your IRA, SEP IRA or Roth IRA contains information about eligibility, contribution limits, distribution restrictions and other tax information. For further information about contributions and distributions from your IRA, please see Publications 590-A and 590-B on the IRS website at www.irs.gov.

Traditional Individual Retirement Annuities

Section 408(b) of the Code permits eligible individuals to contribute to an individual retirement program known as a traditional IRA. Under applicable limitations, certain amounts (adjusted annually) may be contributed to an IRA. Such contributions may be deductible, depending on your modified gross income.

Roth IRAs

Section 408A of the Code permits an individual to contribute to an individual retirement account called a Roth IRA. Contributions to a Roth IRA are not deductible, but distributions are tax-free if certain requirements are satisfied. Unlike traditional IRAs, to which everyone can contribute even if they cannot deduct the full contribution, Roth IRAs have income limitations on who can make regular cash contributions.

Simplified Employee Pension Plan (“SEP”) IRA

Sole proprietors, partnerships, and corporations, including S corporations, can set up SEPs. Employer contributions under a SEP are made to a separate IRAs established for each participating employee, and generally must be made at a rate representing a uniform percent of participating employees’ compensation. Through 1996, employees of certain small employers (other than tax-exempt organizations) were permitted to establish plans allowing employees to contribute pretax, on a salary reduction basis, to the SEP (known as SARSEPs).

Deferred Compensation Plans — Section 457

A unit of a state or local government may establish a deferred compensation program for individuals who perform services for the government unit if permitted by applicable state (and/or local) laws. In addition, a non-governmental tax-exempt employer may establish a deferred compensation program for individuals who: (i) perform services for the employer, and (ii) belong to either a select group of management or highly compensated employees or, if provided under the deferred compensation arrangement, independent contractors.

The employer uses deferred amounts to purchase the contracts offered by this prospectus. For plans maintained by a unit of a state or local government, the contract is generally held for the exclusive benefit of plan Participants. For plans of non-governmental tax-exempt employers, the employee has no present ownership rights in the Contract and is entitled to payment only in accordance with the eligible deferred compensation plan (an “EDCP”) provisions and, where applicable, any trust under which the contract may be held. Non-governmental 457 plan assets must remain assets of the employer and are subject to claims by the creditors of the employer.

Under these plans, contributions made for the benefit of the employees will not be includible in the employees’ gross income until distributed from, or if a non-governmental tax-exempt employer, otherwise made available to the recipient.

Tax Treatment of Purchase Payments

For employer-sponsored arrangements, Purchase Payments under Qualified contracts can be made as contributions by employers or as pre-tax or after-tax contributions by employees, depending on the type of retirement program. For IRAs, Purchase Payments also can be made as a pre-tax or after-tax contribution. If you make contributions on a pre-tax basis, then you have no cost basis in your contract. However, you normally will have cost basis in a Roth IRA, a designated Roth account in a 403(b), 401(k), or governmental 457(b) plan, and you may have cost basis in a non-deductible traditional IRA or in another Qualified contract.

Limitations and restrictions may apply to Purchase Payments. Please refer to www.IRS.gov for further information, as these limitations and restrictions may be based on several factors.

Various penalty and excise taxes may apply to contributions made in violation of applicable contribution limits. You should consult a qualified tax advisor associated with any questions related to the contribution to or transfer from an employer sponsored retirement plan or arrangement, IRA, or Roth IRA.

Tax Treatment of Distributions

Distributions from Qualified contracts, other than IRAs and Roth IRAs, are often limited by the IRC and by the terms of the employer-sponsored retirement plan. In some cases, distributions are not available unless there has been a distributable event as defined by the terms of the plan. All distributions are tax at ordinary income tax rates. Various penalty taxes may apply to distributions made in violation of applicable requirements. Furthermore, certain contractual withdrawal penalties and restrictions may apply to surrenders from Qualified contracts. You should consult a qualified tax advisor associated with any questions related to the distribution or transfer from an employer sponsored retirement plan or arrangement, IRA, or Roth IRA.

Non-Roth Qualified Contracts. Distributions from Qualified contracts other than Roth IRAs and designated Roth accounts (described below) are taxable, except to the extent allocable to after-tax contributions or non-deductible traditional IRA contributions.

Roth IRAs and Designated Roth Accounts. “Qualified” distributions from Roth IRAs and Designated Roth Accounts upon attainment of age 59½, upon death or disability, or for qualifying first-time homebuyer expenses (Roth IRAs only) are tax-free as long as five or more years have passed since the first contribution to the taxpayer’s first Roth IRA or Designated Roth Account. Qualified distributions may be subject to state income tax in some states. Special tax rules will apply to distributions that are not qualified and such distributions are generally subject to the same 10% additional tax on amounts included in income as for other IRAs. Distributions of rollover or conversion contributions may be subject to a 10% additional tax if the distribution of those contributions is made within five years of the rollover or conversion.

Designated Roth and Roth IRA Conversions. All persons may be eligible to convert a distribution from an employer-sponsored plan or from a traditional IRA into a Roth IRA. Conversions from qualified contracts into Roth IRAs normally require taxes to be paid in the year of the conversion on any previously untaxed amounts included in the amount converted. The taxable value of such a conversion may consider the value of certain benefits under the contract.

457 Plans.Amounts received from an EDCP are includible in gross income for the taxable year in which they are paid or, if a non-governmental tax-exempt employer, otherwise made available to the recipient.

Annuitization. If you annuitize your Qualified contract, special tax rules apply to determine the taxable amount of your annuity income payment depending on your Qualified Arrangement. Please consult your tax advisor.

10% Additional Tax. You should consult your tax adviser as to the availability of an exemption from, or reduction of, such tax under an applicable income tax treaty, if any. The taxable portion of any distribution, whether annuity income payment or other withdrawal, prior to the Owner of a Qualified contract reaching age 59½ is subject to a 10% additional tax unless an exception applies. Some of the main exceptions include:

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when paid to your Beneficiary after you die;

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after you become permanently disabled (as defined in the IRC); and

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as a part of a series of substantially equal periodic payments (not less frequently than annually) made for your life (or life expectancy) or the joint lives (or joint expectancies) of you and your designated Beneficiary.

Other exceptions may be applicable under certain circumstances. In addition, you may be able to repay certain distributions if certain requirements are satisfied. Distributions from a SIMPLE IRA within two years after first participating in the Plan may be subject to a 25% additional tax, rather than a 10% additional tax.

Direct and Indirect Rollovers

A rollover distribution, including eligible rollover distributions as defined below, from an IRA, 403(b) TSA, qualified plan or governmental 457(b) deferred compensation plan may generally be rolled over into another IRA, 403(b) TSA, qualified plan or governmental 457(b) deferred compensation plan, if permitted by the plan.

An eligible rollover distribution is the taxable portion of any amount received by a covered employee from a retirement plan qualified under Sections 401(a) or 403(a) or, if from a plan of a governmental employer, under Section 457(b) of the Code, or from a tax-sheltered annuity qualified under Section 403(b) of the Code. Generally, certain types of distributions are not considered eligible rollover distributions, such as distributions received on account of:

a required minimum distribution,

a hardship withdrawal, or

a series of substantially equal payments (at least annually) made over your life expectancy or the joint life expectancies of you and your designated Beneficiary, or a distribution made for a specified period of 10 years or more.

A rollover distribution (including an eligible rollover distribution) may be transferred as a direct or indirect rollover. In a direct rollover, the funds are directly transferred from one Qualified Arrangement to another. In an indirect rollover, the individual receives a distribution from the Qualified Arrangement and reinvests it in another Qualified Arrangement within 60 days of the distribution. For indirect rollovers, you must include in your income for the year the taxable amount of any portion of the distribution that you do not roll over. An indirect rollover of an eligible rollover distribution will be subject to a mandatory 20% withholding tax (described below).

Individuals are only permitted to make one indirect rollover from an IRA to another IRA in any one-year period. It is important to note that the one rollover per year limitation does not apply to amounts taken as an eligible rollover distribution from an employer sponsored retirement arrangement or from amounts transferred directly between IRAs in a trustee-to-trustee transfer.

Funds may generally be rolled over tax-free from a SIMPLE IRA to another IRA. However, during the two-year period beginning on the date you first participate in any SIMPLE IRA plan of your employer, SIMPLE IRA funds may only be rolled to another SIMPLE IRA.

You should always consult your tax adviser before you move or attempt to move any funds.

Tax Treatment of Death Benefits

The taxable amount of any death benefits paid under the contract are taxable to the Beneficiary. The rules governing the taxation of payments from an annuity contract, as discussed above, generally apply whether the death benefit is paid as lump sum or annuity income payments. Estate taxes may also apply.

Enhanced death benefits (if applicable to your contract) are used as investment protection and are not expected to give rise to any adverse tax effects. However, the IRS could take the position that some or all the charges for these death benefits should be treated as a partial withdrawal from the contract. In that case, the amount of the partial withdrawal may be includible in taxable income and subject to the 10% additional tax described above if the Owner is under 59½, unless another exception applies. The IRS may consider these benefits “incidental death benefits” or “life insurance.” You should consult your tax adviser regarding these features and benefits prior to purchasing a Qualified contract. See below for required distributions after the death of the Owner.

Required Minimum Distributions

Your required minimum distribution (RMD) is the minimum amount you must withdraw from your Qualified Arrangement each year after your required beginning date. The RMD rules do not apply to Roth IRAs or designated Roth accounts when the Owner is alive.

Failure to satisfy the minimum distribution requirements may result in an excise tax. A 25% excise tax may be assessed on any RMD that is required but not taken timely. However, if the late RMD is taken within a two-year period, the penalty may be reduced to 10% if certain conditions are satisfied. You should consult your tax adviser for more information.

Required Beginning Date

Generally, the IRC requires that you begin taking annual distributions from Qualified contracts by December 31 of the calendar year in which you attain the “applicable age”:

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Age 75 if you were born January 1, 1960 or later.

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Age 73 if you were born on or after January 1, 1951, and before January 1, 1960.

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Age 72 if you were born on or after July 1, 1949, and before January 1, 1951.

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Age 70 ½ if you were born before July 1, 1949.

For employer sponsored retirement plans, you must begin distributions on the later of (1) reaching the applicable age, or (2) the calendar year in which you sever employment from the employer sponsoring the plan.

You may choose to delay your first distribution until April 1 of the calendar year following in which you reach the applicable age or sever employment, as applicable. However, if you choose to delay your first distribution, you will be required to withdraw your second RMD on or before December 31 in that same year. For each year thereafter, you must withdraw your RMD by December 31.

For 403(b) contracts, amounts accumulated under a Contract on December 31, 1986, may be subject to special distribution rules.

Combining Distributions from Multiple Qualified Contracts

If you own more than one IRA, you may be permitted to take your RMD in any combination from your IRAs. A similar rule applies if you own more than one 403(b) account, unless the plan, contract, or account otherwise provides. However, you cannot satisfy this distribution requirement for your IRA contract by taking a distribution from a 403(b) account, and you cannot satisfy the requirement for your 403(b) account by taking a distribution from an IRA.

Automatic Withdrawal Option

If available, you may elect to have the RMD amount for your contract calculated and withdrawn each year under the automatic withdrawal option. You may select monthly, quarterly, semiannual, or annual withdrawals for this purpose. This service is provided as a courtesy, and we do not guarantee the accuracy of our calculations.

Impact of Optional Benefits

The annuity contract value used to determine RMDs includes the actuarial present value of other benefits under the Qualified contract, such as enhanced death benefits and/or Living Benefits. As a result, if you request a minimum distribution calculation, or if one is otherwise required to be provided, in those specific circumstances where this requirement applies, the calculation may be based upon a value that is greater than your contract value, resulting in a larger RMD. This does not apply to RMDs made under an irrevocable annuity income option.

We recommend you consult your tax adviser concerning your required minimum distribution.

Required After Death Distributions

Upon death, any remaining amounts in the Qualified contract must be distributed in accordance with the requirements under the IRC. The timing of these distributions will depend on whether the death occurs before the Owner was required to take RMDs, the type of Beneficiary, and the Beneficiary’s relationship to the deceased Owner. The information provided below applies to Owners who die after 2019 (after 2021 for certain governmental and collectively bargained retirement plans). For Owners’ deaths prior to such dates, individuals should consult a tax advisor regarding the applicable after-death distribution requirements.

Eligible designated Beneficiaries (“EDB”) are generally a natural person designated as a Beneficiary (“designated beneficiaries”) who are also:

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the surviving spouse of the Owner; or

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an individual who is not more than ten years younger than the Owner.

If the Beneficiary is an EDB, the entire amount in the contract generally must be paid to the EDB:

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if the owner had not reached their required beginning date for RMDs

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within 5 years after the owner’s death, or

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by December 31st of the year following the year of death and be paid over the lifetime or single life expectancy of the EDB; or

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if the owner had reached their required beginning date for RMDs, payments must continue at least as rapidly as was required for the Owner and all amounts must be distributed within 5 years of the owner’s death.

Exceptions to this rule may apply in the case of an EDB who is also the Owner’s spouse.

If a Beneficiary is a designated beneficiary, the entire amount in the Contract must be distributed either:

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if the Owner had not reached their required beginning date for RMDs, within 5 years after the owner’s death, or

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if the Owner had reached their required beginning date for RMDs, payments must continue at least as rapidly as was required for the Owner and all amounts must be distributed within 5 years of the owner’s death.

If the Beneficiary is not a designated beneficiary or an EDB, the Beneficiary must receive the entire amount in the contract:

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if the Owner had not reached their required beginning date for RMDs, within 5 years after the owner’s death, or

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if the Owner had reached their required beginning date for RMDs, payments must continue at least as rapidly as was required for the Owner.

Additional rules, requirements, and exceptions may apply. Please consult a tax advisor.

Gifts, Pledges, Assignments of and/or Loans from a Qualified Contract

Qualified contracts are prohibited from being transferred, assigned or pledged as security for a loan. This generally does not apply to loans under an employer-sponsored retirement plan (including loans from the annuity contract) that satisfy certain requirements, provided that the plan is not an unfunded deferred compensation plan. Another exception to this rule includes an assignment pursuant to a

domestic relations order meeting the requirements of the plan or arrangement under which the contract is issued (for many plans, a Qualified Domestic Relations Order, or “QDRO”), or, in the case of an IRA, pursuant to a decree of divorce or separation maintenance or a written instrument incident to such decree.

For certain qualified arrangements, a default of a loan may be considered a taxable distribution and may be subject to a 10% additional tax if the distribution occurred prior to your attainment of age 59.5 unless an exception applies. Please see the terms of your loan for specifics regarding your loan and the tax impact of defaults.

You should consult a tax advisor as to the availability of these and any other exceptions.

Tax Withholding and Reporting

In General

Taxable amounts distributed from annuity contracts are subject to federal and state income tax reporting and withholding. In general, we will withhold federal income tax from the taxable portion of such distribution based on the type of distribution and, in certain cases, the amount of your distribution. An election out of federal withholding must be made in accordance with the IRS guidance as directed on forms that we provide. If an election out of withholding or election of another amount is not made, withholding is imposed (1) for periodic payments, at the rate that would be imposed if the payments were wages, and the payee was single with no adjustments, or (2) for other distributions, at the rate of 10%. If you are a U.S. person (which includes a resident alien), and your address of record is a non-U.S. address, we are required to withhold income tax unless payments are directed to your U.S. residential address. We are also required to withhold if you do not provide a valid TIN.

State income tax withholding rules vary, and we will withhold based on the rules of your state of residence. Your state may require any election associated with withholding to be undertaken on the state’s prescribed form.

Special tax rules apply to withholding for non-United States persons, and we generally withhold income tax for such non-United States persons at a rate of 30% of the taxable amount. A different withholding rate may be applicable to a non-United States person based on the terms of an existing income tax treaty between the United States and the non-United States person’s country. To qualify for any reduced withholding, the non-United States person must provide applicable certifications under Form W-8 BEN-E, Form W-8IMY, or other applicable form. Any Form W-8, including the Form W-8 BEN-E and Form W-8IMY, is only effective for three years from date of signature unless a change in circumstances makes any information on the form incorrect. You should consult your tax adviser as to the availability of an exemption from, or reduction of, such tax under an applicable income tax treaty, if any. Note, any

payments made to a foreign entity, where such entity fails to provide the applicable certifications, may result in a 30% withholding on certain gross payments, which could include distributions from annuity contracts.

Any income tax withheld is a credit against your income tax liability. Regardless of the amount withheld by us, you are liable for payment of federal and state income tax on the taxable portion of annuity distributions. You should consult with your tax adviser regarding the payment of the correct amount of these income taxes and potential liability if you fail to pay such taxes.

20% Federal Income Tax Withholding on Eligible Rollover Distributions

For certain qualified employer sponsored plans, we are required to withhold 20% of the taxable portion of your withdrawal that constitutes an eligible rollover distribution for federal income taxes. This requirement is mandatory and cannot be waived by the Owner. You may avoid withholding if you do a direct rollover between Qualified Arrangements.

Generation Skipping Transfer Tax Withholding

Under certain circumstances, the IRC may impose generation skipping transfer tax when all or a part of an annuity contract is transferred (including a death benefit paid) to an individual two or more generations younger than the owner. The Company may be required to undertake withholding associated with such a transaction. Contract Owners should consult a tax advisor with any questions.

Civil Unions and Domestic Partnerships

Parties to a state civil union or domestic partnership are not treated as married under federal law. Accordingly, certain transactions (such as a change of ownership or spousal continuation) may be taxable to those persons. Contract Owners should consult a tax advisor with any questions.

Our Taxes

The Company is taxed as a life insurance company under the Code. For federal income tax purposes, the Separate Account is not a separate entity from the Company and its operations form a part of the Company. We are entitled to certain tax benefits related to the investment of Company assets, including assets of the Separate Account, which may include foreign tax credits and the corporate dividends received deduction. These potential benefits are not passed back to you, since we are the owner of the assets from which tax benefits may be derived.

Other Information

The Distributor

Corebridge Capital Services, Inc., 30 Hudson Street, 16th Floor, Jersey City, NJ 07302, distributes the contracts. Corebridge Capital Services, Inc., a wholly-owned subsidiary

of AGL, is a registered broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority (“FINRA”). No underwriting fees are retained by Corebridge Capital Services, Inc. in connection with the distribution of the contracts.

The Company

American General Life Insurance Company

American General Life Insurance Company (“AGL”) is a stock life insurance company organized under the laws of the state of Texas. Its home office is 2727-A Allen Parkway, Houston, Texas 77019-2191.

Contracts are issued by AGL in all states, except New York.

AGL is obligated to pay all amounts promised to investors under a contract issued by AGL.

Operation of the Company

The operations of the Company are influenced by many factors, including general economic conditions, monetary and fiscal policies of the federal government, and policies of state and other regulatory authorities. The level of sales of the Company’s financial and insurance products is influenced by many factors, including general market rates of interest, the strength, weakness and volatility of equity markets, terms and conditions of competing financial and insurance products 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 to guaranteed death and Living Benefits on the Company’s financial and insurance products, as well as reduced fee income in the case of assets held in separate accounts, where applicable. These guaranteed benefits are sensitive to equity market and other conditions. The Company primarily uses capital market hedging strategies to help cover the risk of paying guaranteed Living Benefits in excess of account values as a result of significant downturns in equity markets or as a result of other factors. The Company has treaties to reinsure a portion of the guaranteed minimum income benefits and guaranteed death benefits for equity and mortality risk on some of its older contracts. Such risk mitigation may or may not reduce the volatility of net income and capital and surplus resulting from equity market volatility.

The Company is regulated for the benefit of contract Owners by the insurance regulator in its state of domicile; and also by all state insurance departments where it is licensed to conduct business. The Company is required by its regulators to hold a specified amount of reserves in order to meet its contractual obligations to contract Owners. Insurance regulations also require the Company to maintain additional surplus to protect against a financial impairment the amount of which is based on the risks inherent in the Company’s operations.

The Separate Account

Variable Separate Account is a separate account of AGL under Texas law. It may be used to support the contract and other variable annuity contracts, and used for other permitted purposes.

The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended.

Purchase Payments you make that are allocated to the Variable Portfolios are invested in the Separate Account. The Company owns the assets in the Separate Account and invests them on your behalf, according to your instructions. Purchase Payments invested in the Separate Account are not guaranteed and will fluctuate with the value of the Variable Portfolios you select. Therefore, you assume all of the investment risk for contract value allocated to the Variable Portfolios. These assets are kept separate from our General Account and may not be charged with liabilities arising from any other business we may conduct. Additionally, income gains and losses (realized and unrealized) resulting from assets in the Separate Account are credited to or charged against the Separate Account without regard to other income gains or losses of the Company.

You benefit from dividends received by the Separate Account through an increase in your unit value. The Company expects to benefit from these dividends through tax credits and corporate dividends received deductions; however, these corporate deductions are not passed back to the Separate Account or to contract Owners.

The General Account

Obligations that are paid out of the Company’s general account (“General Account”) include any amounts you have allocated to available Fixed Accounts, including any interest credited thereon, and amounts owed under your contract for death and/or Living Benefits which are in excess of portions of contract value allocated to the Variable Portfolios. The obligations and guarantees under the contract are the sole responsibility of the Company. Therefore, payments of these obligations are subject 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 with applicable state regulation. These assets are exposed to the typical risks normally associated with a portfolio of fixed income securities, namely interest rate, option, liquidity and credit risk. The Company manages its exposure to these risks by, among other things, closely monitoring and matching the duration and cash flows of its assets and liabilities, monitoring or limiting prepayment and extension risk in its portfolio, maintaining a large percentage of its portfolio in highly liquid securities and engaging in a disciplined process of underwriting, reviewing and monitoring credit risk. With respect to the Living Benefits

available in your contract, we also manage interest rate and certain market risk through a hedging strategy in the portfolio and we may require that those who elect a Living Benefit allocate their Purchase Payments in accordance with specified investment parameters.

Contracts issued on or prior to December 29, 2006 were issued with a guarantee (the “Guarantee”) by American Home Assurance Company (the “Guarantor”). Please see APPENDIX D for more information.

Financial Statements

The financial statements described below are important for you to consider. Information about how to obtain these financial statements is also provided below.

The Company and Separate Account

The financial statements of the Company and the Separate Account are required to be made available because you must look to those entities directly to satisfy our obligations to you under the Contract. If your contract is covered by the Guarantee, financial statements of the Guarantor are also provided in relation to its ability to meet its obligations under the Guarantee; please see APPENDIX D for more information.

Instructions to Obtain Financial Statements

The financial statements of the Company, Separate Account and Guarantor, if applicable, are included in the Statement of Additional Information and available on the Company’s website at www.corebridgefinancial.com/ProductProspectuses and on SEC’s website at www.sec.gov. You may also request a free copy of the Statement of Additional Information by following the instructions on the back page or by contacting our Annuity Service Center at:

Mailing Address:
Annuity Service Center
P.O. Box 15570, Amarillo, Texas 79105-5570
Telephone Number: (800) 445-7862

We encourage both existing and prospective contract Owners to read and understand the financial statements.

Administration

We are responsible for the administrative servicing of your contract. Please contact our Annuity Service Center at (800) 445-7862, if you have any comments, questions or service requests.

We send out transaction confirmations and quarterly statements. During the Accumulation Phase, you will receive confirmation of transactions for your contract. Transactions made pursuant to contractual or systematic agreements, such as dollar cost averaging, if available, may be confirmed quarterly. Purchase Payments received through the automatic payment plan may also be confirmed quarterly. For all other transactions, we send confirmations. It is your

responsibility to review these documents carefully and notify our Annuity Service Center of any inaccuracies immediately. We investigate all inquiries. Depending on the facts and circumstances, we may retroactively adjust your contract, provided you notify us of your concern within 30 days of receiving the transaction confirmation or quarterly statement. Any other adjustments we deem warranted are made as of the time we receive notice of the error.

Legal Proceedings

There are no pending legal proceedings affecting the Separate Account, the Company, or the principal underwriter. Various federal, state or other regulatory agencies may from time to time review, examine or inquire into the operations, practices and procedures of the Company, such as through financial examinations, subpoenas, investigations, market conduct exams or other regulatory inquiries. Based on the current status of pending regulatory examinations, investigations and inquiries involving the Company, the Company believes that none of these matters will have a material adverse effect on the ability of the principal underwriter to perform its contract with the Registrant or of the depositor to meet its obligations under the variable annuity contracts.

Various lawsuits against the Company have arisen in the ordinary course of business. As of the date of this prospectus, the Company believes that none of these matters will have a material adverse effect on the ability of the principal underwriter to perform its contract with the Registrant or of the depositor to meet its obligations under the variable annuity contracts.

Registration Statements

Registration statements under the Securities Act of 1933, as amended, related to the contracts offered by this prospectus are on file with the SEC. This prospectus does not contain all of the information contained in the registration statements and exhibits. For further information regarding the Separate Account, the Company and its General Account, American Home, if your contract is covered by the Guarantee, the Variable Portfolios and the contract, please refer to the registration statements and exhibits.

Appendix A – Investment Options Available Under The Contract

Underlying Funds

The following is a list of Underlying Funds available under the contract. More information about the Underlying Funds is available in the prospectuses for the Underlying Funds, which may be amended from time to time and can be found online at www.corebridgefinancial.com/ProductProspectuses. You can also request this information at no cost by calling (855) 421-2692. Depending on the optional benefits you choose, you may not be able to invest in certain Underlying Funds. See “Investment Requirements For Optional Living Benefits” in this appendix.

The current expenses and performance information below reflect fees and expenses of the Underlying Funds, but do not reflect the other fees and expenses that your contract may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Underlying Fund’s past performance is not necessarily an indication of future performance.

Type	Underlying Fund – Share Class Advisor Subadvisor (if applicable)	Current Expenses	Average Annual Total Returns (as of 12/31/2025)
Type		Current Expenses	1 Year	5 Year	10 Year
Asset Allocation	Franklin Allocation VIP Fund – Class 2 Franklin Advisers, Inc.	0.82%*	12.60%	5.73%	7.32%
	Franklin Income VIP Fund – Class 2 Franklin Advisers, Inc.	0.72%	12.56%	7.66%	7.30%
	SA American Funds Asset Allocation Portfolio1 – Class 3 SunAmerica Asset Management, LLC Capital Research and Management Company	0.80%*	15.57%	8.70%	9.48%
	SA JPMorgan Diversified Balanced Portfolio – Class 22 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.89%*	12.82%	5.90%	7.38%
	SA JPMorgan Diversified Balanced Portfolio – Class 3 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.99%*	12.65%	5.80%	7.27%
	SA MFS Total Return Portfolio – Class 22 SunAmerica Asset Management, LLC Massachusetts Financial Services Company	0.86%	10.83%	6.14%	7.36%
	SA MFS Total Return Portfolio – Class 3 SunAmerica Asset Management, LLC Massachusetts Financial Services Company	0.96%	10.69%	6.03%	7.26%
	SAM (“Strategic Asset Management”) Balanced Portfolio – Class 12 Principal Global Investors, LLC	0.68%	14.00%	7.27%	8.29%
	SAM (“Strategic Asset Management”) Balanced Portfolio – Class 2 Principal Global Investors, LLC	0.93%	13.65%	6.99%	8.01%
	SAM (“Strategic Asset Management”) Conservative Balanced Portfolio3 – Class 2 Principal Global Investors, LLC	0.92%	11.28%	4.78%	6.12%
	SAM (“Strategic Asset Management”) Conservative Growth Portfolio – Class 12 Principal Global Investors, LLC	0.72%	15.56%	9.00%	9.94%
	SAM (“Strategic Asset Management”) Conservative Growth Portfolio – Class 2 Principal Global Investors, LLC	0.97%	15.31%	8.74%	9.67%
	SAM (“Strategic Asset Management”) Flexible Income Portfolio3 – Class 2 Principal Global Investors, LLC	0.90%	9.61%	3.31%	4.85%
Bond	Columbia VP - Dividend Opportunity Fund4 – Class 1 Columbia Management Investment Advisers, LLC	0.65%*	15.83%	11.88%	10.43%
	Columbia VP - Income Opportunities Fund4 – Class 1 Columbia Management Investment Advisers, LLC	0.64%*	8.78%	3.86%	5.42%

A-1

Type	Underlying Fund – Share Class Advisor Subadvisor (if applicable)	Current Expenses	Average Annual Total Returns (as of 12/31/2025)
Type		Current Expenses	1 Year	5 Year	10 Year
Bond (continued)	SA American Century Inflation Managed Portfolio – Class 3 SunAmerica Asset Management, LLC American Century Investment Management, Inc.	0.85%	6.21%	0.63%	2.06%
	SA Federated Hermes Corporate Bond Portfolio – Class 22 SunAmerica Asset Management, LLC Federated Investment Management Company	0.70%	6.88%	0.26%	3.56%
	SA Federated Hermes Corporate Bond Portfolio – Class 3 SunAmerica Asset Management, LLC Federated Investment Management Company	0.80%	6.78%	0.15%	3.46%
	SA Goldman Sachs Government and Quality Bond Portfolio5 – Class 22 SunAmerica Asset Management, LLC Goldman Sachs Asset Management L.P.5	0.74%	6.45%	-0.92%	1.31%
	SA Goldman Sachs Government and Quality Bond Portfolio5 – Class 3 SunAmerica Asset Management, LLC Goldman Sachs Asset Management L.P.5	0.84%	6.31%	-1.02%	1.21%
	SA JPMorgan MFS Core Bond Portfolio – Class 22 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc. and Massachusetts Financial Services Company	0.68%*	7.03%	-0.07%	2.30%
	SA JPMorgan MFS Core Bond Portfolio – Class 3 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc. and Massachusetts Financial Services Company	0.78%*	6.98%	-0.17%	2.19%
	SA JPMorgan Ultra-Short Bond Portfolio – Class 22 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.70%	4.41%	2.30%	1.54%
	SA JPMorgan Ultra-Short Bond Portfolio – Class 3 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.80%	4.39%	2.20%	1.45%
	SA PIMCO Global Bond Opportunities Portfolio – Class 22 SunAmerica Asset Management, LLC Pacific Investment Management Company, LLC	1.08%*	8.88%	-3.51%	0.45%
	SA PIMCO Global Bond Opportunities Portfolio – Class 3 SunAmerica Asset Management, LLC Pacific Investment Management Company, LLC	1.18%*	8.72%	-3.61%	0.35%
	SA PineBridge High-Yield Bond Portfolio – Class 22 SunAmerica Asset Management, LLC PineBridge Investments, LLC	0.91%	8.19%	5.15%	7.04%
	SA PineBridge High-Yield Bond Portfolio – Class 3 SunAmerica Asset Management, LLC PineBridge Investments, LLC	1.01%	8.16%	5.05%	6.94%
Cash	Goldman Sachs VIT Government Money Market Fund – Institutional Shares4 Goldman Sachs Asset Management, L.P.	0.18%*	4.20%	3.18%	2.12%
	Goldman Sachs VIT Government Money Market Fund – Service Shares Goldman Sachs Asset Management, L.P.	0.43%*	3.94%	2.98%	1.90%
Stock	American Funds Global Growth Fund6 – Class 2 Capital Research and Management Company	0.66%*	21.63%	8.23%	12.17%
	American Funds Growth Fund6 – Class 2 Capital Research and Management Company	0.59%	20.23%	13.37%	17.97%
	American Funds Growth-Income Fund6 – Class 2 Capital Research and Management Company	0.53%	18.06%	13.90%	13.92%

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Type	Underlying Fund – Share Class Advisor Subadvisor (if applicable)	Current Expenses	Average Annual Total Returns (as of 12/31/2025)
Type		Current Expenses	1 Year	5 Year	10 Year
Stock (continued)	Columbia VP - Cornerstone Growth Fund4,7 – Class 1 Columbia Management Investment Advisers, LLC	0.71%	16.14%	14.04%	15.97%
	Columbia VP - Overseas Core Fund4 – Class 2 Columbia Management Investment Advisers, LLC	1.05%	37.96%	8.92%	7.55%
	Columbia VP - Select Mid Cap Growth Fund4 – Class 1 Columbia Management Investment Advisers, LLC	0.83%*	15.14%	7.53%	12.17%
	Columbia VP - Small Company Growth Fund4,8 – Class 1 Columbia Management Investment Advisers, LLC	0.87%*	21.69%	3.59%	15.19%
	CTIVP – Principal Large Cap Growth Fund4,9 – Class 1 Columbia Management Investment Advisers, LLC Principal Global Investors, LLC	0.70%	13.78%	10.47%	14.66%
	Equity Income Account3 – Class 2 Principal Global Investors, LLC	0.73%	15.25%	9.94%	11.24%
	Invesco V.I. American Franchise Fund – Series II Invesco Advisers, Inc.	1.10%	11.39%	10.08%	14.58%
	Invesco V.I. Comstock Fund – Series II Invesco Advisers, Inc.	1.00%	17.14%	15.14%	11.67%
	Invesco V.I. Growth and Income Fund – Series II Invesco Advisers, Inc.	1.00%	15.30%	12.56%	10.46%
	Lord Abbett Growth and Income Portfolio – Class VC Lord, Abbett & Co. LLC	0.93%	17.29%	13.35%	11.12%
	SA AB Growth Portfolio – Class 22 SunAmerica Asset Management, LLC AllianceBernstein L.P.	0.78%	12.90%	11.78%	15.97%
	SA AB Growth Portfolio – Class 3 SunAmerica Asset Management, LLC AllianceBernstein L.P.	0.88%	12.79%	11.67%	15.85%
	SA AB Small & Mid Cap Value Portfolio – Class 22 SunAmerica Asset Management, LLC AllianceBernstein L.P.	1.06%*	2.36%	8.47%	8.38%
	SA AB Small & Mid Cap Value Portfolio – Class 3 SunAmerica Asset Management, LLC AllianceBernstein L.P.	1.16%*	2.32%	8.36%	8.27%
	SA American Funds Global Growth Portfolio1 – Class 3 SunAmerica Asset Management, LLC Capital Research and Management Company	0.95%*	21.35%	7.94%	11.86%
	SA American Funds Growth Portfolio1 – Class 3 SunAmerica Asset Management, LLC Capital Research and Management Company	0.85%*	19.91%	13.07%	17.65%
	SA American Funds Growth-Income Portfolio1 – Class 3 SunAmerica Asset Management, LLC Capital Research and Management Company	0.82%*	17.67%	13.57%	13.59%
	SA BlackRock Advantage International Portfolio10 – Class 22 SunAmerica Asset Management, LLC BlackRock Investment Management, LLC10	1.02%*	21.14%	5.33%	6.21%
	SA BlackRock Advantage International Portfolio10 – Class 3 SunAmerica Asset Management, LLC BlackRock Investment Management, LLC10	1.12%*	20.99%	5.23%	6.11%
	SA Fidelity Institutional AM Global Equities Portfolio11 – Class 22 SunAmerica Asset Management, LLC FIAM LLC11	0.97%*	21.97%	13.65%	11.21%
	SA Fidelity Institutional AM Global Equities Portfolio11 – Class 3 SunAmerica Asset Management, LLC FIAM LLC11	1.07%*	21.87%	13.53%	11.10%

A-3

Type	Underlying Fund – Share Class Advisor Subadvisor (if applicable)	Current Expenses	Average Annual Total Returns (as of 12/31/2025)
Type		Current Expenses	1 Year	5 Year	10 Year
Stock (continued)	SA Fidelity Institutional AM Real Estate Portfolio – Class 22 SunAmerica Asset Management, LLC FIAM LLC	1.00%	1.34%	4.76%	5.28%
	SA Fidelity Institutional AM Real Estate Portfolio – Class 3 SunAmerica Asset Management, LLC FIAM LLC	1.10%	1.25%	4.65%	5.18%
	SA Franklin BW U.S. Large Cap Value Portfolio – Class 22 SunAmerica Asset Management, LLC Brandywine Global Investment Management, LLC	0.85%*	16.98%	13.69%	11.43%
	SA Franklin BW U.S. Large Cap Value Portfolio – Class 3 SunAmerica Asset Management, LLC Brandywine Global Investment Management, LLC	0.95%*	16.83%	13.57%	11.32%
	SA Franklin Small Company Value Portfolio – Class 3 SunAmerica Asset Management, LLC Franklin Mutual Advisers, LLC	1.25%*	6.14%	8.32%	9.41%
	SA Franklin Systematic U.S. Large Cap Value Portfolio – Class 22 SunAmerica Asset Management, LLC Franklin Advisers, Inc.	0.79%	16.70%	11.61%	12.41%
	SA Franklin Systematic U.S. Large Cap Value Portfolio – Class 3 SunAmerica Asset Management, LLC Franklin Advisers, Inc.	0.89%	16.68%	11.52%	12.31%
	SA Invesco Growth Opportunities Portfolio – Class 22 SunAmerica Asset Management, LLC Invesco Advisers, Inc.	0.97%	5.99%	-0.86%	8.97%
	SA Invesco Growth Opportunities Portfolio – Class 3 SunAmerica Asset Management, LLC Invesco Advisers, Inc.	1.07%	5.92%	-0.96%	8.86%
	SA Janus Focused Growth Portfolio – Class 22 SunAmerica Asset Management, LLC Janus Capital Management, LLC	0.95%*	18.23%	11.52%	15.47%
	SA Janus Focused Growth Portfolio – Class 3 SunAmerica Asset Management, LLC Janus Capital Management, LLC	1.05%*	18.04%	11.40%	15.34%
	SA JPMorgan Emerging Markets Portfolio – Class 22 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	1.31%*	35.98%	4.46%	8.26%
	SA JPMorgan Emerging Markets Portfolio – Class 3 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	1.41%*	36.00%	4.37%	8.15%
	SA JPMorgan Equity-Income Portfolio – Class 22 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.74%	14.43%	10.63%	10.92%
	SA JPMorgan Equity-Income Portfolio – Class 3 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.84%	14.31%	10.52%	10.81%
	SA JPMorgan Large Cap Core Portfolio – Class 22 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.84%*	14.29%	12.83%	12.56%
	SA JPMorgan Large Cap Core Portfolio – Class 3 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.94%*	14.15%	12.71%	12.44%
	SA JPMorgan Mid-Cap Growth Portfolio – Class 22 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	0.92%*	7.94%	4.09%	12.00%

A-4

Type	Underlying Fund – Share Class Advisor Subadvisor (if applicable)	Current Expenses	Average Annual Total Returns (as of 12/31/2025)
Type		Current Expenses	1 Year	5 Year	10 Year
Stock (continued)	SA JPMorgan Mid-Cap Growth Portfolio – Class 3 SunAmerica Asset Management, LLC J.P. Morgan Investment Management Inc.	1.02%*	7.86%	3.99%	11.89%
	SA MFS Large Cap Growth Portfolio – Class 22 SunAmerica Asset Management, LLC Massachusetts Financial Services Company	0.83%	16.52%	14.96%	15.99%
	SA MFS Large Cap Growth Portfolio – Class 3 SunAmerica Asset Management, LLC Massachusetts Financial Services Company	0.93%	16.39%	14.85%	15.87%
	SA MFS Massachusetts Investors Trust Portfolio – Class 22 SunAmerica Asset Management, LLC Massachusetts Financial Services Company	0.85%*	13.65%	11.31%	12.48%
	SA MFS Massachusetts Investors Trust Portfolio – Class 3 SunAmerica Asset Management, LLC Massachusetts Financial Services Company	0.95%*	13.52%	11.20%	12.37%
	SA PIMCO RAE International Value Portfolio – Class 22 SunAmerica Asset Management, LLC Pacific Investment Management Company, LLC	0.99%*	36.03%	10.11%	6.09%
	SA PIMCO RAE International Value Portfolio – Class 3 SunAmerica Asset Management, LLC Pacific Investment Management Company, LLC	1.09%*	35.91%	10.00%	5.99%
	SA Putnam International Value Portfolio – Class 22 SunAmerica Asset Management, LLC Putnam Investment Management, LLC	1.08%*	35.07%	12.72%	8.90%
	SA Putnam International Value Portfolio – Class 3 SunAmerica Asset Management, LLC Putnam Investment Management, LLC	1.18%*	34.95%	12.59%	8.79%
	SA Wellington Capital Appreciation Portfolio – Class 22 SunAmerica Asset Management, LLC Wellington Management Company LLP	0.88%	14.38%	8.65%	15.86%
	SA Wellington Capital Appreciation Portfolio – Class 3 SunAmerica Asset Management, LLC Wellington Management Company LLP	0.98%	14.26%	8.54%	15.75%
	SAM (“Strategic Asset Management”) Strategic Growth Portfolio – Class 12 Principal Global Investors, LLC	0.75%	16.86%	10.16%	10.96%
	SAM (“Strategic Asset Management”) Strategic Growth Portfolio – Class 2 Principal Global Investors, LLC	1.00%	16.61%	9.88%	10.69%
Volatility Control	SA VCP Dynamic Allocation Portfolio – Class 3 SunAmerica Asset Management, LLC AllianceBernstein L.P.	1.01%	11.13%	5.34%	7.51%
	SA VCP Dynamic Strategy Portfolio – Class 3 SunAmerica Asset Management, LLC AllianceBernstein L.P.	1.03%	10.89%	5.66%	7.19%

* This Underlying Fund is subject to an expense reimbursement or fee waiver arrangement resulting in a temporary expense reduction. See the Underlying Fund prospectus for additional information.

Capital Research and Management Company is the investment adviser of the master fund in which this Underlying Fund (Master-Feeder Fund) invests. Under a master-feeder fund structure, the feeder fund does not buy individual securities directly. Rather, the feeder fund invests all of its investment assets in a corresponding master fund, which invests directly in individual securities.

Available for investment if you purchased your contract prior to September 30, 2002.

Available for investment if you purchased your contract through Chase Investment Services Corporation (formerly known as WaMu Investments, Inc.).

Available for investment if you purchased your contract through Banc of America Investment Services, Inc.

On July 28, 2025, SA Wellington Government and Quality Bond Portfolio was renamed SA Goldman Sachs Government and Quality Bond Portfolio and Goldman Sachs Asset Management L.P. became its subadvisor.

A-5

Available for investment if you purchased your contract prior to May 1, 2007.

On May 1, 2026, Columbia VP - Large Cap Growth Fund was renamed Columbia VP - Cornerstone Growth Fund.

Closed for additional investment as of June 1, 2021.

On June 02, 2025, CTIVP – Principal Blue Chip Growth Fund was renamed CTIVP – Principal Large Cap Growth Fund.

On May 1, 2026, SA Morgan Stanley International Equities Portfolio was renamed SA BlackRock Advantage International Portfolio and BlackRock Investment Management, LLC became its subadvisor.

On July 28, 2025, SA JPMorgan Global Equities Portfolio was renamed SA Fidelity Institutional AM Global Equities Portfolio and FIAM LLC became its subadvisor.

Fixed Accounts

The following is a list of Fixed Accounts currently available under the contract. We may change the features of the Fixed Accounts listed below, offer new Fixed Accounts, and terminate existing Fixed Accounts. We will provide you with written notice before doing so.

See INVESTMENT OPTIONS - FIXED ACCOUNTS of the prospectus for a description of the Fixed Accounts' features.

Name	Terms	Minimum Guaranteed Interest Rate
1-Year Fixed Account	1-Year	1%
Dollar Cost Averaging Fixed Account	6-Month, 12-Month, 2-Year	1%

INVESTMENT REQUIREMENTS FOR OPTIONAL LIVING BENEFITS

If you elected an optional Living Benefit, your contract is subject to investment requirements, as reflected below. Depending on the optional Living Benefit you elected, you may not be able to invest in certain investment options. If you did not elect any optional benefits, or if the only optional benefit you elected is a death benefit, your contract is not subject to investment requirements.

This section contains the investment requirements for the following optional Living Benefits:

•

MarketLock for Life

•

MarketLock Income Plus, MarketLock For Life Plus, or MarketLock For Life Plus +6% Option

•

MarketLock for Life Plus 7% Option

•

MarketLock For Life Plus +6% Extensions or MarketLock for Life Plus 7% Extensions

•

MarketLock Income Plus (Extensions for contracts issued between May 1, 2008 – May 3, 2009)

•

MarketLock Income Plus, MarketLock For Life Plus, or MarketLock for Life (Extensions)

MARKETLOCK FOR LIFE

If you elected the optional MarketLock For Life Living Benefit, you may comply with investment requirements by allocating your investments in one of four ways:

100% in either the SA JPMorgan Ultra-Short Bond Portfolio or Goldman Sachs VIT Government Money Market Fund; or

100% in either Allocation 1, 2 or 3 (Please see POLARIS PORTFOLIO ALLOCATOR PROGRAM FOR CONTRACTS ISSUED PRIOR TO FEBRUARY 6, 2017 later in this Appendix for the allocations for the formerly available Polaris Portfolio Allocator Models.); or

100% in one or a combination of the following Asset Allocation Variable Portfolios:
Franklin Income VIP Fund
SA American Funds Asset Allocation
SA JPMorgan Diversified Balanced
SA MFS Total Return
SA VCP Dynamic Allocation
SA VCP Dynamic Strategy; or

A-6

In accordance with the requirements outlined in the table below:

Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
A. Bond, Cash and Fixed Account	Minimum 30% Maximum 100%	Goldman Sachs VIT Government Money Market Fund SA American Century Inflation Managed Protection SA Federated Hermes Corporate Bond SA Goldman Sachs Government and Quality Bond SA JPMorgan Ultra-Short Bond SA JPMorgan MFS Core Bond SA PIMCO Global Bond Opportunities DCA Fixed Accounts++ 6-Month DCA 1-Year DCA 2-Year DCA Fixed Accounts 1-Year Fixed (if available)

Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
B. Equity Maximum	Minimum 0% Maximum 70%	Columbia VP-Dividend Opportunity Fund+ Columbia VP-Income Opportunities Fund+ Columbia VP-Overseas Core+ Columbia VP-Select Mid Cap Growth Fund+ CTIVP-Principal Large Cap Growth Fund+ Franklin Allocation VIP Fund Franklin Income VIP Fund Invesco V.I. American Franchise Fund Invesco V.I. Comstock Fund Invesco V.I. Growth and Income Fund Lord Abbett Growth and Income SA AB Growth SA AB Small & Mid Cap Value Strategic Growth SA American Fund Asset Allocation SA American Funds Global Growth SA American Funds Growth SA American Funds Growth-Income SA BlackRock Advantage International SA Fidelity Institutional AM Global Equities SA Franklin BW U.S. Large Cap Value SA Franklin Systematic U.S. Large Cap Value SA Janus Focused Growth SA JPMorgan Diversified Balanced SA JPMorgan Equity -Income SA JPMorgan Large Cap Core SA JPMorgan Mid-Cap Growth SA MFS Large Cap Growth SA MFS Massachusetts Investors Trust SA MFS Total Return SA PIMCO RAE International Value SA PineBridge High Yield Bond SA Putman International Value SA VCP Dynamic Allocation SA VCP Dynamic Strategy SA Wellington Capital Appreciation SAM Balanced SAM Conservative Growth
C. Limited Equity	Minimum 0% Maximum 10%	Columbia VP-Cornerstone Growth Fund+ Columbia VP-Small Company Growth Fund+ SA Fidelity Institutional AM Real Estate SA Franklin Small Company Value SA Invesco Growth Opportunities SA JPMorgan Emerging Markets

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

A-7

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

MarketLock Income Plus
MarketLock For Life Plus
MarketLock For Life Plus +6% OPTION

If your contract was issued between May 1, 2008 and May 1, 2009, and you elected the optional MarketLock Income Plus Living Benefit, you must allocate your investment in one of three ways:

Invest 100% in either the SA JPMorgan Ultra-Short Bond Portfolio or the Goldman Sachs VIT Government Money Market Fund; or

Invest 100% in either Allocation* 1, 2 or 3 (Please see POLARIS PORTFOLIO ALLOCATOR PROGRAM FOR CONTRACTS ISSUED PRIOR TO FEBRUARY 6, 2017 later in this Appendix for the allocations for the formerly available Polaris Portfolio Allocator Models.); or

Invest 100% in one or a combination of the following Asset Allocation Variable Portfolios: Franklin Allocation VIP Fund, Franklin Income VIP Fund, SA American Funds Asset Allocation, SA JPMorgan Diversified Balanced, SA MFS Total Return, SA VCP Dynamic Allocation, and SA VCP Dynamic Strategy

If you elected the optional MarketLock Income Plus (contracts issued on or after 5/4/09), MarketLock For Life Plus (contracts issued on or after 5/4/09) or MarketLock For Life Plus +6% Option (contracts issued prior to 5/4/09) Living Benefit, you must allocate your investment in one of four ways:

Invest 100% in either the SA JPMorgan Ultra-Short Bond Portfolio or the Goldman Sachs VIT Government Money Market Fund; or

Invest 100% in either Allocation 1, 2 or 3 (Please see POLARIS PORTFOLIO ALLOCATOR PROGRAM FOR CONTRACTS ISSUED PRIOR TO FEBRUARY 6, 2017 later in this Appendix for the allocations for the formerly available Polaris Portfolio Allocator Models.); or

Invest 100% in one or a combination of the following Asset Allocation Variable Portfolios: Franklin Income VIP Fund, Franklin Allocation VIP Fund (MarketLock For Life Plus +6% Option for contracts issued prior to 5/1/09 only), SA American Funds Asset Allocation, SA JPMorgan Diversified Balanced, SA MFS Total Return, SA VCP Dynamic Allocation, and SA VCP Dynamic Strategy; or

Invest in accordance with the requirements outlined in the table below:

Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
A. Bond, Cash and Fixed Accounts	Minimum 20%* Maximum 100% *(30%, for MarketLock Income Plus and MarketLock For Life Plus issued on or after 5/1/09)	Goldman Sachs VIT Government Money Market Fund SA American Century Inflation Managed Protection SA Federated Hermes Corporate Bond SA Goldman Sachs Government and Quality Bond SA JPMorgan Ultra-Short Bond SA JPMorgan MFS Core Bond SA PIMCO Global Bond Opportunities DCA Fixed Accounts+++ 6-Month DCA 1-Year DCA 2-Year DCA (if available) Fixed Accounts 1-Year Fixed (if available)

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Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
B. Equity Maximum	Minimum 0% Maximum 80% (70%, for MarketLock Income Plus and MarketLock For Life Plus issued on or after 5/1/09)	Columbia VP-Dividend Opportunity Fund+ Columbia VP-Income Opportunities Fund+ Columbia VP-Overseas Core Equity Fund+ Columbia VP-Select Mid Cap Growth Fund+ CTIVP-Principal Large Cap Growth Fund+ Equity Income Account++ Franklin Allocation VIP Fund Franklin Income VIP Funds Invesco V.I. American Franchise Fund Invesco V.I. Comstock Fund Invesco V.I. Growth and Income Fund Lord Abbett Growth and Income SA AB Growth SA AB Small & Mid Cap Value SA American Fund Asset Allocation SA American Funds Global Growth SA American Funds Growth SA American Funds Growth-Income SA BlackRock Advantage International SA Fidelity Institutional AM Global Entities SA Franklin BW U.S. Large Cap Value SA Franklin Systematic U.S. Large Cap Value SA Janus Focused Growth SA JPMorgan Diversified Balanced SA JPMorgan Equity -Income SA JPMorgan Large Cap Core SA JPMorgan Mid-Cap Growth SA MFS Large Cap Growth SA MFS Massachusetts Investors Trust SA MFS Total Return SA PIMCO RAE International Value SA PineBridge High Yield Bond SA Putman International Value SA VCP Dynamic Allocation SA VCP Dynamic Strategy SA Wellington Capital Appreciation SAM Balanced SAM Conservative Balanced++ SAM Conservative Growth SAM Flexible Income++ SAM Strategic Growth

Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
C. Limited Equity	Minimum 0% Maximum 20%* *(10%, for MarketLock Income Plus and MarketLock For Life Plus issued on or after 5/1/09)	Columbia VP-Cornerstone Growth Fund+ Columbia VP-Small Company Growth Fund+ SA Fidelity Institutional AM Real Estate SA Franklin Small Company Value Technology SA Invesco Growth Opportunities SA JPMorgan Emerging Markets

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

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

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

MarketLock For Life Plus +7% Option

If you elected the optional MarketLock For Life Plus +7% Option, you must comply with investment requirements by allocating your investments as outlined below:

Invest 100% in either the SA JPMorgan Ultra-Short Bond Portfolio or the Goldman Sachs VIT Government Money Market Fund; or

Invest 100% in either Allocation* 1, 2 or 3; or
*(Please see POLARIS PORTFOLIO ALLOCATOR PROGRAM FOR CONTRACTS ISSUED PRIOR TO FEBRUARY 6, 2017 later in this Appendix for the allocations for the formerly available Polaris Portfolio Allocator.)

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MARKETLOCK FOR LIFE PLUS +6% AND +7% EXTENSIONs

If your contract was issued between March 12, 2007 and May 1, 2009 and elected the optional MarketLock For Life Plus +6% Option Living Benefit, and have elected the first and second Extensions, you must allocate your assets in accordance with one of the following options:

Option 1	At least 50% in one or more of the following: Goldman Sachs VIT Government Money Market Fund SA JPMorgan Ultra-Short Bond SA VCP Dynamic Allocation SA VCP Dynamic Strategy Up to 50% in one or more of the following Variable Portfolios: Franklin Allocation VIP Fund Franklin Income VIP Fund SA American Funds Asset Allocation SA JPMorgan Diversified Balanced SA MFS Total Return SAM Balanced
Option 2	25% in SA VCP Dynamic Allocation 25% in SA VCP Dynamic Strategy 50% in Allocation 1, Allocation 2 or Allocation 3* *Please see POLARIS PORTFOLIO ALLOCATOR PROGRAM FOR CONTRACTS ISSUED PRIOR TO FEBRUARY 6, 2017 later in this Appendix for the allocations for the formerly available Polaris Portfolio Allocator Program.
Option 3	At least 50% in one or more of the following: Goldman Sachs VIT Government Money Market Fund SA JPMorgan Ultra-Short Bond SA VCP Dynamic Allocation SA VCP Dynamic Strategy Up to 50% in accordance with the requirements outlined in the table below:

Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
A. Bond, Cash and Fixed Accounts	Minimum 10% Maximum 50%	SA American Century Inflation Managed Protection SA Federated Hermes Corporate Bond SA Goldman Sachs Government and Quality Bond SA JPMorgan MFS Core Bond SA PIMCO Global Bond Opportunities Fixed Accounts 1-Year Fixed (if available)

Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
B. Equity Maximum	Minimum 0% Maximum 40%	Columbia VP-Dividend Opportunity Fund+ Columbia VP-Income Opportunities Fund+ Columbia VP-Overseas Core Fund+ Columbia VP-Select Mid Cap Growth Fund+ CTIVP-Principal Large Cap Growth Fund+ Equity Income Account++ Franklin Allocation VIP Fund Franklin Income VIP Funds Invesco V.I. American Franchise Fund Invesco V.I. Comstock Fund Invesco V.I. Growth and Income Fund Lord Abbett Growth and Income SA AB Growth SA AB Small & Mid Cap Value SA American Fund Asset Allocation SA American Funds Global Growth SA American Funds Growth SA American Funds Growth-Income SA BlackRock Advantage International SA Fidelity Institutional AM Global Equity SA Franklin BW U.S. Large Cap Value SA Franklin Systematic U.S. Large Cap Value SA Janus Focused Growth SA JPMorgan Diversified Balanced SA JPMorgan Equity-Income SA JPMorgan Large Cap Core SA JPMorgan Mid-Cap Growth SA MFS Large Cap Growth SA MFS Massachusetts Investors Trust SA MFS Total Return SA PIMCO RAE International Value SA PineBridge High Yield Bond SA Putman International Value SA Wellington Capital Appreciation SAM Balanced SAM Conservative Balanced++ SAM Conservative Growth SAM Flexible Income++ SAM Strategic Growth

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Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
C. Limited Equity	Minimum 0% Maximum 10%	Columbia VP-Cornerstone Growth Fund+ Columbia VP-Small Company Growth Fund+ SA Fidelity Institutional AM Real Estate SA Franklin Small Company Value SA Invesco Growth Opportunities SA JPMorgan Emerging Markets

Only available if you purchased your contract through Banc of America Investment Services, Inc.

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

If your contract was issued between February 4, 2008 and May 1, 2009, and you elected the optional MarketLock For Life Plus +7% Option Living Benefit, and have elected the first and second Extensions, you must allocate your assets in accordance with one of the following options:

Option 1

At least 50% in one or more of the following:

Goldman Sachs VIT Government Money Market Fund

SA JPMorgan Ultra-Short Bond

SA VCP Dynamic Allocation

SA VCP Dynamic Strategy

Up to 50% in one or more of the following

Variable Portfolios:

Franklin Allocation VIP Fund

Franklin Income VIP Fund

SA American Funds Asset Allocation

SA JPMorgan Diversified Balanced

SA MFS Total Return

SAM Balanced

Option 2

25% in SA VCP Dynamic Allocation

25% in SA VCP Dynamic Strategy

50% in Allocation 1*, 2* or 3*

*Please see POLARIS PORTFOLIO ALLOCATOR

PROGRAM FOR CONTRACTS ISSUED PRIOR TO

FEBRUARY 6, 2017 later in this Appendix for the

allocations for the formerly available Polaris Portfolio

Allocator Program.

Only available if you purchased your contract through Banc of America Investment Services, Inc.

marketlock income plus Extensions

If your contract was issued between May 1, 2008 and May 3, 2009, and you elected the optional MarketLock Income Plus Living Benefit, and have elected the first, second and third Extensions, your assets must remain allocated in accordance with one of the following options:

Option 1	Up to 50% in one or more of the following: Goldman Sachs VIT Government Money Market Fund SA JPMorgan Ultra-Short Bond SA VCP Dynamic Allocation SA VCP Dynamic Strategy Up to 50% in one or more of the following: Franklin Allocation VIP Fund Franklin Income VIP Fund SA American Funds Asset Allocation SA JPMorgan Diversified Balanced SA MFS Total Return SAM Balanced
Option 2	25% SA VCP Dynamic Allocation and 25% SA VCP Dynamic Strategy and 50% in one of the following Allocations: Allocation 1, 2* or 3* *Please see POLARIS PORTFOLIO ALLOCATOR PROGRAM FOR CONTRACTS ISSUED PRIOR TO FEBRUARY 6, 2017 later in this Appendix for the formerly available Polaris Portfolio Allocator Models.

Only available if you purchased your contract through Banc of America Investment Services, Inc.

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MARKETLOCK INCOME PLUS, MARKETLOCK FOR LIFE PLUS AND MARKETLOCK FOR LIFE extensionS

If you purchased a contract between May 4, 2009 and January 18, 2010 and you elected the optional MarketLock Income Plus or MarketLock For Life Plus Living Benefit or if you purchased a contract between May 4, 2009 and January 20, 2012 and you elected the optional MarketLock For Life Living Benefit and have elected the first, second, and third Extensions, you must allocate your assets in accordance with one of the following options:

Option 1	Up to 100% in one or more of the following: Goldman Sachs VIT Government Money Market Fund SA JPMorgan Ultra-Short Bond SA VCP Dynamic Allocation SA VCP Dynamic Strategy
Option 2	At least 50% and up to 100% in one or more of the following: Goldman Sachs VIT Government Money Market Fund SA JPMorgan Ultra-Short Bond SA VCP Dynamic Allocation SA VCP Dynamic Strategy Up to 50% in one or more of the following Variable Portfolios: Franklin Income VIP Fund SA American Funds Asset Allocation SA JPMorgan Diversified Balanced SA MFS Total Return
Option 3	25% SA VCP Dynamic Allocation and 25% SA VCP Dynamic Strategy and 50% in one of the following Allocations: Allocation 1, Allocation 2 or Allocation 3 Please see POLARIS PORTFOLIO PROGRAM FOR CONTRACTS ISSUED PRIOR TO FEBRUARY 6, 2017 later in this Appendix for the allocations for the formerly available Polaris Portfolio Allocator Models.
Option 4	At least 50% and up to 100% in one or more of the following: Goldman Sachs VIT Government Money Market Fund SA JPMorgan Ultra-Short Bond SA VCP Dynamic Allocation SA VCP Dynamic Strategy Up to 50% in accordance with the requirements outlined in the table below:

Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
A. Bond, Cash and Fixed Accounts	Minimum 15% Maximum 50%	SA American Century Inflation Managed Protection SA Federated Hermes Corporate Bond SA Goldman Sachs Government and Quality Bond SA JPMorgan MFS Core Bond SA PIMCO Global Bond Opportunities DCA Fixed Accounts 6-Month DCA 1-Year DCA 2-Year DCA Fixed Accounts 1-Year Fixed (if available)

Investment Group	Investment Requirement	Variable Portfolios and/or Fixed Accounts
B. Equity Maximum	Minimum 0% Maximum 35%	Columbia VP-Dividend Opportunity Fund1 Columbia VP-Income Opportunities Fund1 Columbia VP-Overseas Core Fund1 Columbia VP-Select Mid Cap Growth Fund1 Franklin Allocation VIP Fund Franklin Income VIP Fund Invesco V.I. American Franchise Fund Invesco V.I. Comstock Fund Invesco V.I. Growth and Income Fund Lord Abbett Growth and Income SA AB Growth SA AB Small & Mid Cap Value SA American Funds Asset Allocation SA American Funds Global Growth SA American Funds Growth SA American Funds Growth-Income SA BlackRock Advantage International SA Fidelity Institutional AM Global Equities SA Franklin BW U.S. Large Cap Value SA Franklin Systematic U.S. Large Cap Value SA Janus Focused Growth SA JPMorgan Diversified Balanced SA JPMorgan Equity-Income SA JPMorgan Large Cap Core SA JPMorgan Mid-Cap Growth SA MFS Large Cap Growth SA MFS Massachusetts Investors Trust SA MFS Total Return SA PIMCO RAE International Value SA PineBridge High Yield Bond SA Putnam International Value SA Wellington Capital Appreciation SAM Balanced1 SAM Conservative Growth SAM Strategic Growth VP Loomis Sayles Growth Fund1
C. Limited Equity	Minimum 0% Maximum 5%	Columbia VP-Cornerstone Growth Fund1 Columbia VP-Small Company Growth Fund1 SA Fidelity Institutional AM Real Estate SA Franklin Small Company Value SA Invesco Growth Opportunities SA JPMorgan Emerging Markets

1 Only available if you purchased your contract through Banc of America Investment Services, Inc.

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POLARIS PORTFOLIO ALLOCATOR PROGRAM FOR CONTRACTS ISSUED PRIOR TO FEBRUARY 6, 2017

Effective on February 6, 2017, the Polaris Allocator Program is no longer offered.

If you invested in a Polaris Portfolio Allocator Model prior to February 6, 2017, you will remain invested in the same Variable Portfolios and in the same amounts and weights as before the Polaris Portfolio Allocator Program was terminated; however, the investment will no longer be considered to be a Polaris Portfolio Allocator Model and you may no longer trade into a Polaris Portfolio Allocator Model. Any active asset rebalancing or dollar cost averaging programs will continue according to your current allocations on file. You should speak with your financial representative about how to keep the Variable Portfolio allocations in each Portfolio Allocator Model in line with your investment goals over time.

If you elected a Living Benefit which allowed Polaris Portfolio Allocator Models as part of the investment requirements, you may trade out of your allocation at any time into any investment that meets your living benefit’s investment requirements, including the asset allocation of the Variable Portfolios listed in the table below (“Allocations”). After the termination effective date, only the asset allocation of the Variable Portfolios of your current model or the Allocations below will meet the investment requirements for living benefits which previously allowed Polaris Portfolio Allocator Models.

Allocations (effective February 6, 2017)

Variable Portfolios	Allocation 1	Allocation 2	Allocation 3	Allocation 4
Invesco V.I. Comstock Fund	5.00%	5.00%	6.00%	8.00%
Invesco V.I. Growth and Income Fund	6.00%	7.00%	8.00%	8.00%
SA AB Growth	3.00%	4.00%	4.00%	6.00%
SA AB Small & Mid Cap Value	1.00%	1.00%	1.00%	2.00%
SA American Century Inflation Managed Protection	5.00%	3.00%	2.00%	0.00%
SA American Funds Global Growth	2.00%	3.00%	4.00%	6.00%
SA American Funds Growth-Income	0.00%	0.00%	1.00%	4.00%
SA BlackRock Advantage International	3.00%	3.00%	4.00%	5.00%
SA Federated Hermes Corporate Bond	10.00%	8.00%	7.00%	1.00%
SA Fidelity Institutional AM Real Estate	0.00%	0.00%	0.00%	1.00%
SA Franklin BW U.S. Large Cap Value	4.00%	4.00%	4.00%	5.00%
SA Franklin Small Company Value	0.00%	2.00%	2.00%	1.00%
SA Franklin Systematic U.S. Large Cap Value	3.00%	3.00%	3.00%	5.00%
SA Goldman Sachs Government and Quality Bond	8.00%	8.00%	7.00%	2.00%
SA Janus Focused Growth	0.00%	1.00%	1.00%	2.00%
SA JPMorgan Emerging Markets	0.00%	1.00%	2.00%	2.00%
SA JPMorgan Equity-Income	6.00%	7.00%	8.00%	8.00%
SA JPMorgan Large Cap Core	3.00%	4.00%	4.00%	6.00%
SA JPMorgan MFS Core Bond	17.00%	13.00%	10.00%	5.00%
SA JPMorgan Ultra-Short Bond	2.00%	1.00%	0.00%	0.00%
SA MFS Large Cap Growth	2.00%	3.00%	4.00%	4.00%
SA MFS Massachusetts Investors Trust	6.00%	6.00%	7.00%	8.00%
SA PIMCO Global Bond Opportunities	4.00%	4.00%	2.00%	2.00%
SA PIMCO RAE International Value	3.00%	3.00%	3.00%	4.00%
SA PineBridge High-Yield Bond	4.00%	3.00%	2.00%	0.00%
SA Wellington Capital Appreciation	3.00%	3.00%	4.00%	5.00%
Total	100%	100%	100%	100%

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Appendix B – Death Benefits Following Spousal Continuation

The following details the death benefit payable upon the Continuing Spouse’s death. The death benefit we will pay to the new Beneficiary chosen by the Continuing Spouse varies depending on whether Living Benefits were elected, the age of the Continuing Spouse as of the Continuation Date and the Continuing Spouse’s date of death.

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

We define “Continuation Net Purchase Payments” as Net Purchase Payments made on or after the Continuation Date. For the purpose of calculating Continuation Net Purchase Payments, the amount that equals the contract value on the Continuation Date, including the Continuation Contribution, is considered a Purchase Payment.

The term “Continuation Purchase Payment” is used to describe the death benefit payable upon a spousal continuation. We define Continuation Purchase Payment as Purchase Payments made on or after the Continuation Date. If you elected a Living Benefit, we will not accept Continuation Purchase Payments after the 5th contract year.

The term “withdrawals” as used in describing the death benefits is defined as withdrawals and the fees and charges applicable to those withdrawals.

The term “Withdrawal Adjustment” is used, if a Living Benefit had been elected, to describe the way in which the amount of the death benefit will be adjusted for withdrawals depending on when the Continuing Spouse takes a withdrawal and the amount of the withdrawal. If cumulative withdrawals for the current contract year are taken prior to the Continuing Spouse’s 81st birthday and are less than or equal to the Maximum Annual Withdrawal Amount, the amount of adjustment will equal the amount of each withdrawal. If a withdrawal is taken prior to the Continuing Spouse’s 81st birthday and cumulative withdrawals for the current contract year are in excess of the Maximum Annual Withdrawal Amount, the contract value and the death benefit are first reduced by the Maximum Annual Withdrawal Amount. The resulting death benefit is further adjusted by the withdrawal amount in excess of the Maximum Annual Withdrawal Amount by the percentage by which the excess withdrawal reduced the resulting contract value. If a withdrawal is taken on or after the Continuing Spouse’s 81st birthday, the amount of adjustment is determined by the percentage by which the withdrawal reduced the contract value.

The Company will not accept Purchase Payments from anyone age 86 or older. Therefore, the death benefit calculations described below assume that no Purchase Payments are received on or after the Continuing Spouse’s 86th birthday.

The following is a description of the Maximum Anniversary Value and Combination HV & Roll-Up

death benefits following Spousal Continuation for contracts issued on or after May 1, 2009:

The death benefit is calculated differently depending on whether the original Owner had elected one of the Living Benefits, described above.

Maximum Anniversary Value Payable Upon Continuing Spouse’s Death:

The following describes the death benefit without election of a Living Benefit:

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

Contract value; or

Continuation Net Purchase Payments; or

Maximum anniversary value on any contract anniversary that occurred after the Continuation Date, but prior to the earlier of the Continuing Spouse’s 83rd birthday or date of death, plus any Continuation Purchase Payments received since that anniversary; and reduced for any withdrawals since that anniversary in the same proportion that the withdrawal reduced the contract value on the date of such withdrawal. The anniversary values for any year is equal to the contract value on the applicable anniversary after the Continuation Date.

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

Contract value; or

The lesser of:

(1)

Continuation Net Purchase Payments; or

(2)

125% of the contract value.

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

The following describes the death benefit with election of a Living Benefit:

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

Contract value; or

Continuation Purchase Payments reduced by:

(i)

any Withdrawal Adjustments after the Continuation Date, if the Living Benefit has not been terminated; or

(ii)

any Withdrawal Adjustments after the Continuation Date, prior to the date the Living Benefit is terminated; and reduced for any withdrawals in the same proportion that the

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withdrawal reduced the contract value on the date of such withdrawal on or after the date the Living Benefit is terminated.

(i)

any Withdrawal Adjustments since that contract anniversary, if the Living Benefit has not been terminated: or

(ii)

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

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

Contract value; or

The lesser of:

(1)

Continuation Net Purchase Payments; or

(2)

125% of the contract value.

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

If the original Owner elected the optional Combination HV & Roll-Up Death Benefit and the Continuing Spouse continues the contract on the Continuation Date before their 85th birthday and does not terminate this optional death benefit, the death benefit will be the greatest of:

Contract value; or

Maximum Anniversary Value on any contract anniversary that occurred after the Continuation Date, but prior to the earlier of the Continuing Spouse’s 85th birthday or date of death, plus any Continuation Purchase Payments received since that anniversary and reduced for any withdrawals since that anniversary in the same proportion that the withdrawal reduced the contract value on the date of such withdrawal. The anniversary value for any year is equal to the contract value on the applicable contract anniversary after the Continuation Date.

Continuation Net Purchase Payments received prior to the Continuing Spouse’s 80th birthday accumulated at 5% through the earliest of:

(a)

15 years after the contract date; or

(b)

The day before the Continuing Spouse’s 80th birthday; or

(c)

The Continuing Spouse’s date of death, adjusted for Continuation Net Purchase Payments received after the timeframes outlined in (a)-(c). Continuation Net Purchase Payments received after the timeframes outlined in (a)-(c) will not accrue at 5%.

If the Continuing Spouse is age 85 or older on the Continuation Date, the death benefit is equal to contract value and the optional Combination HV & Roll-Up Death Benefit fee will no longer be deducted.

If the Continuing Spouse terminates the Combination HV & Roll-Up death benefit on the Continuation Date, the standard death benefit for the Continuing Spouse applies upon his/her death and the fee for the Combination HV & Roll-Up death benefit no longer applies.

The following is a description of the Purchase Payment Accumulation and Maximum Anniversary Value death benefit options following Spousal Continuation for contracts issued between June 2, 2004 and April 30, 2009:

Purchase Payment Accumulation Option Payable Upon Continuing Spouse’s Death:

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

Contract value; or

Continuation Net Purchase Payments, compounded at 3% annual growth rate, to the earlier of the Continuing Spouse’s 75th birthday or date of death, reduced for withdrawals after the 75th birthday in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Purchase Payments received after the Continuing Spouse’s 75th birthday; or

Contract value on the seventh contract anniversary (from the original contract issue date), reduced for withdrawals since the seventh contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Net Purchase Payments received after the seventh contract anniversary.

If the Continuing Spouse is age 75-82 on the Continuation Date, the death benefit will be the greatest of:

Contract value; or

Continuation Net Purchase Payments; or

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contract value was reduced on the date of such withdrawal, and adjusted for any Purchase Payments received since that anniversary date.

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

Contact value; or

The lesser of:

Continuation Net Purchase Payments; or

125% of contract value.

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

Maximum Anniversary Value Option Payable Upon Continuing Spouse’s Death:

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

Contract value; or

Continuation Net Purchase Payments; or

Maximum anniversary value on any contract anniversary that occurred after the Continuation Date, but prior to the Continuing Spouse’s 83rd birthday. The anniversary value for any year is equal to the contract value on the applicable contract anniversary date after the Continuation Date, reduced for withdrawals since that contract anniversary in the same proportion that the contract value was reduced on the date of such withdrawal, and adjusted for any Continuation Net Purchase Payments received since that anniversary date.

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

Contact value; or

The lesser of:

Continuation Net Purchase Payments; or

125% of contract value.

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

If the contract was issued between June 2, 2004 and May 1, 2007, and the Continuing Spouse is age 86 and older on the Continuation Date or age 90 and older at death, the death benefit is equal to the contract value.

Purchase Payment Accumulation Option Payable Upon Continuing Spouse’s Death:

If a Continuation Contribution is added on the Continuation Date, the death benefit is the greatest of:

The contract value; or

Continuation Net Purchase Payments compounded to the date of death at a 4% annual growth rate, (3% growth rate if the Continuing Spouse was age 70 or older on the Continuation Date) plus any Purchase Payments recorded after the date of death; and reduced by any Gross Withdrawals recorded after the date of death in the same proportion that the Gross Withdrawal reduced the contract value on the date of each withdrawal; or

Contract value on the seventh contract anniversary following the original issue date of the contract, plus any Purchase Payments since the seventh contract anniversary and reduced for any Gross Withdrawals recorded after the seventh contract anniversary in the same proportion that the Gross Withdrawal reduced the contract value on the date of the Gross Withdrawal, all compounded at a 4% annual growth rate until the date of death (3% annual growth rate if the Continuing Spouse is age 70 or older on the Continuation Date) plus any Purchase Payments; and reduced for any withdrawals recorded after the date of death in the same proportion that each withdrawal reduced the contract value on the date of the withdrawal.

If a Continuation Contribution is not added on the Continuation Date, the death benefit is the greater of:

Contract value; or

Net Purchase Payments made from the original contract issue date compounded to the date of death at a 4% annual growth rate, (3% growth rate if the Continuing Spouse was age 70 or older on the original contract issue date) plus any Purchase Payments recorded after the date of death; and reduced for any Gross Withdrawals recorded after the date of death in the same proportion that each Gross Withdrawal reduced the contract value on the date of the withdrawal; or

Contract value on the seventh contract anniversary following the original issue date of the contract, plus any Purchase Payments since the seventh contract anniversary; and reduced for any Gross Withdrawals since the seventh contract anniversary in the same proportion that each Gross Withdrawal reduced the contract value on the date of the Gross Withdrawal, all compounded at a 4% annual growth rate until the date of death (3% annual growth rate if the Continuing Spouse is age 70 or older on the contract issue date) plus any Purchase Payments; and reduced for any Gross Withdrawals recorded after

B-3

the date of death in the same proportion that each Gross Withdrawal reduced the contract value on the date of the Gross Withdrawal.

Maximum Anniversary Value Option Payable Upon Continuing Spouse’s Death:

If the Continuing Spouse is below age 90 at the time of death, and:

If a Continuation Contribution is added on the Continuation Date, the death benefit is the greatest of:

Contract value; or

Continuation Net Purchase Payments; or

Maximum anniversary value on any contract anniversary occurring after the Continuation Date and prior to the Continuing Spouse’s 81st birthday. The anniversary value equals the contract value on a contract anniversary plus any Purchase Payments made since that contract anniversary; and reduced for any Gross Withdrawals recorded since the contract anniversary in the same proportion that each Gross Withdrawal reduced the contract value on the date of the Gross Withdrawal. Contract anniversary is defined as any anniversary following the full 12 month period after the original contract issue date.

If a Continuation Contribution is not added on the Continuation Date, the death benefit is the greatest of:

Contract value; or

Net Purchase Payments received since the original issue date; or

Maximum anniversary value on any contract anniversary from the original contract issue date prior to the Continuing Spouse’s 81st birthday. The anniversary value equals the contract value on a contract anniversary plus any Purchase Payments since that contract anniversary; and reduced for any Gross Withdrawals since the contract anniversary in the same proportion that the Gross Withdrawal reduced each contract value on the date of the Gross Withdrawal. Contract anniversary is defined as the full 12 month period after the original contract issue date.

If the Continuing Spouse is age 90 or older at the time of death, their beneficiary will receive only the contract value.

The following is a description of the Purchase Payment Accumulation and Maximum Anniversary Value death benefit options following Spousal Continuation for contracts issued prior to October 24, 2001:

Purchase Payment Accumulation Option Payable Upon Continuing Spouse’s Death:

If a Continuation Contribution is added on the Continuation Date, the death benefit is the greater of:

Contract value; or

Contract value on the Continuation Date (including the Continuation Contribution) plus any Purchase Payments minus any withdrawals made since the Continuation Date compounded to the date of death at a 4% annual growth rate, (3% growth rate if the Continuing Spouse was age 70 or older on the Continuation Date) plus any Purchase Payments minus withdrawals recorded after the date of death; or

Contract value on the seventh contract anniversary following the original issue date of the contract, plus any Purchase Payments and less any withdrawals, since the seventh contract anniversary, all compounded at a 4% annual growth rate until the date of death (3% growth rate if the Continuing Spouse is age 70 or older on the Continuation Date) plus any Purchase Payments less withdrawals recorded after the date of death. The Continuation Contribution is considered a Purchase Payment received on the Continuation Date.

If a Continuation Contribution is not added on the Continuation Date, the death benefit is the greater of:

Contract value; or

Purchase Payments minus withdrawals made from the original contract issue date compounded to the date of death at a 4% annual growth rate, (3% growth rate if the Continuing Spouse was age 70 or older on the Contract Issue Date) plus any Purchase Payments minus withdrawals recorded after the date of death; or

The contract value on the seventh contract anniversary following the original issue date of the contract, plus any Purchase Payments and less any withdrawals, since the seventh contract anniversary, all compounded at a 4% annual growth rate until the date of death (3% growth rate if the Continuing Spouse was age 70 or older on the Contract Issue Date) plus any Purchase Payments less withdrawals recorded after the date of death.

Maximum Anniversary Value Death Benefit Option Following Spousal Continuation:

If the Continuing Spouse is below age 90 at the time of death, and:

If a Continuation Contribution is added on the Continuation Date, the death benefit is the greater of:

Contract value; or

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Continuation Net Purchase Payments plus Purchase Payments made since the Continuation Date; and reduced for withdrawals in the same proportion that the contract value was reduced on the date of such withdrawal; or

Maximum anniversary value on any contract anniversary occurring after the Continuation Date prior to the Continuing Spouse’s 81st birthday. The anniversary value equals the contract value on a contract anniversary plus any Purchase Payments since that contract anniversary; and reduced for any withdrawals recorded since that contract anniversary in the same proportion that the withdrawal reduced the contract value on the date of the withdrawal. Contract anniversary is defined as any anniversary following the full 12 month period after the original contract issue date.

If a Continuation Contribution is not added on the Continuation Date, the death benefit is the greater of:

Contract value; or

Net Purchase Payments received since the original issue date; or

Maximum anniversary value on any contract anniversary from the original contract issue date prior to the Continuing Spouse’s 81st birthday. The anniversary value equals the contract value on a contract anniversary plus any Purchase Payments since that contract anniversary; and reduced for any withdrawals recorded since that contract anniversary in the same proportion that the withdrawal reduced the contract value on the date of the withdrawal. Contract anniversary is defined as any anniversary following the full 12 month period after the original contract issue date.

If the Continuing Spouse is age 90 or older at the time of death, their beneficiary will receive only the contract value.

The EstatePlus Benefit Payable upon Continuing Spouse’s Death:

The EstatePlus benefit is only available if the original owner elected EstatePlus and the Continuing Spouse is age 80 or younger on the Continuation Date. EstatePlus benefit is not payable after the Latest Annuity Date.

If the Continuing Spouse had earnings in the contract at the time of his/her death, we will add a percentage of those earnings (the “EstatePlus Percentage”), subject to a maximum dollar amount (the “Maximum EstatePlus Percentage”), to the death benefit payable. The contract year of death will determine the EstatePlus Percentage and the Maximum EstatePlus Benefit.

On the Continuation Date, if the Continuing Spouse is 69 or younger, the table below shows the available EstatePlus benefit:

Contract Year of Death	EstatePlus Percentage	Maximum EstatePlus Benefit
Years 0-4	25% of Earnings	40% of Continuation Net Purchase Payments*
Years 5-9	40% of Earnings	65% of Continuation Net Purchase Payments*
Years 10+	50% of Earnings	75% of Continuation Net Purchase Payments*

On the Continuation Date, if the Continuing Spouse is between his/her 70th and 81st birthdays, table below shows the available EstatePlus benefit:

Contract Year of Death	EstatePlus Percentage	Maximum EstatePlus Benefit
All Contract Years	25% of Earnings	40% of Continuation Net Purchase Payments*

Purchase Payments received after the 5th anniversary of the Continuation Date must remain in the contract for at least 6 full months to be included as part of the Continuation Net Purchase Payments for the purpose of the Maximum EstatePlus Benefit calculation.

What is the Contract Year of Death?

Contract Year of Death is the number of full 12-month periods starting on the Continuation Date and ending on the Continuing Spouse’s date of death. The Contract Year of Death is used to determine the EstatePlus Percentage and Maximum EstatePlus benefit as indicated in the tables above.

What is the EstatePlus benefit?

We determine the EstatePlus benefit using the EstatePlus Percentage, as indicated in the tables above, which is a specified percentage of the earnings in the contract at the time of the Continuing Spouse’s death. For the purpose of this calculation, earnings equals (1) minus (2) where

(1)

equals the contract value on the Continuing Spouse’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 dollar amount. The Maximum EstatePlus benefit is equal to a specified percentage of the Continuation Net Purchase Payments, as indicated in the tables above.

We reserve the right to modify, suspend or terminate the Spousal Continuation provision (in its entirety or any component) at any time with respect to prospectively issued contracts.

B-5

Appendix C – State Contract Availability and/or Variability

PROSPECTUS PROVISION	AVAILABILITY OR VARIATION	ISSUE STATE
Administration Charge	Contract Maintenance Fee is $30.	North Dakota
Death Benefits	If the contract is issued on or after your 83rd birthday, but before your 86th birthday, the Maximum Anniversary Value death benefit is the greater of: 1) contract value or 2) Net Purchase Payments. The Combination HV & Roll-Up and EstatePlus death benefits are not available.	Washington
Death Benefits Upon Spousal Continuation	If you continue your contract on or after your 83rd birthday, the death benefit is equal to contract value.	Washington
Income Phase	You may begin the Income Phase any time after your first contract anniversary.	Florida
MarketLock Income Plus MarketLock For Life Plus MarketLock For Life	You may elect the current Maximum Anniversary Withdrawal Amount to be received monthly.	Oregon
MarketLock Income Plus MarketLock For Life Plus MarketLock For Life MarketLock MarketLock For Two Polaris Income Rewards Capital Protector	Charge will be deducted pro-rata from Variable Portfolios only.	Oregon Texas Washington
Systematic Withdrawal	Minimum withdrawal amount is $250 per withdrawal or the penalty free withdrawal amount.	Oregon
Transfer Privilege	Any transfer over the limit of 15 will incur a $10 transfer fee.	Pennsylvania Texas

C-1

Appendix D – The Guarantee for Contracts Issued Prior to December 29, 2006

GUARANTEE OF INSURANCE OBLIGATIONS

The Company’s insurance policy obligations for individual and group contracts issued by SunAmerica Annuity prior to December 29, 2006 at 4:00 p.m. Eastern Time, are guaranteed (the “Guarantee”) by American Home Assurance Company (“American Home” or “Guarantor”).

As of December 29, 2006 at 4:00 p.m. Eastern Time (the “Point of Termination”), the Guarantee by American Home was terminated for prospectively issued contracts. The Guarantee will not cover any contracts or certificates with a date of issue later than the Point of Termination. The Guarantee will continue to cover individual contracts, individual certificates and group unallocated contracts with a date of issue earlier than the Point of Termination until all insurance obligations under such contracts or certificates are satisfied in full. Insurance obligations include, without limitation, contract value invested in any available Fixed Accounts, death benefits, Living Benefits and annuity income options. The Guarantee does not guarantee contract value or the investment performance of the Variable Portfolios available under the contracts. The Guarantee provides that individual contract owners, individual certificate holders and group unallocated contract owners with a date of issue earlier than the Point of Termination can enforce the Guarantee directly.

American Home is a stock property-casualty insurance company incorporated under the laws of the State of New York on February 7, 1899. American Home’s principal executive office is located at 1271 Avenue of the Americas, FL37, New York, NY 10020-1304. American Home is licensed in all 50 states of the United States and the District of Columbia, as well as certain foreign jurisdictions, and engages in a broad range of insurance and reinsurance activities. American Home is an indirect wholly-owned subsidiary of American International Group, Inc.

D-1

Appendix E – MarketLock income plus, MARKETLOCK FOR LIFE PLUS AND MARKETLOCK FOR LIFE extension Parameters

The information below is important to you if you purchased a contract between May 4, 2009 and January 18, 2010 and you elected the MarketLock Income Plus or MarketLock For Life Plus Living Benefit or if you purchased a contract between May 4, 2009 and January 20, 2012 and you elected the MarketLock For Life Living Benefit. As described in the prospectus you received when you purchased the contract, the initial Income Base Evaluation Period and the initial Income Credit Period (not applicable to MarketLock For Life) end after the fifth contract year. On or about your fifth contract anniversary, you have an opportunity to extend the Income Base Evaluation Period and the Income Credit Period, if applicable, for an additional five years (the “Extension”) depending on which MarketLock 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 investment requirements will change as detailed below. No other parameters or terms of your current benefit will change as a result of the Extension.

If you do not wish to elect the Extension, no further action is required by you. Your Living Benefit will continue without change. You will continue to pay the same fee and can take the Maximum Annual Withdrawal Amount in effect at the end of the Income Base Evaluation Period. You will also have the same investment requirements. However, your Income Base will no longer be adjusted for higher anniversary values or income credits (not applicable to MarketLock For Life). Please note that if you do not elect the Extension on or about your fifth anniversary, you will not be permitted to extend the Income Base Evaluation and Income Credit Periods, if applicable, in the future.

As a reminder, you also have the option to cancel your Living Benefit on your fifth or tenth anniversaries, or any anniversary after the tenth. If you elect to cancel your Living Benefit, you will no longer receive the guarantees of the Living Benefit and you will no longer be charged the fee.

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

For information on the MarketLock Feature you elected at purchase, please see MarketLock Income Plus, MarketLock For Life Plus and MarketLock For Life sections under OPTIONAL LIVING BENEFITS.

How do I elect the Extension?

To elect the Extension, you must complete the Election Form we send you. If you elected the MarketLock Income Plus or MarketLock For Life Plus Living Benefit, both the Income Base Evaluation Period and the Income Credit

Period may be extended for an additional 5 year period. If you elected the MarketLock For Life Living Benefit, the Income Base Evaluation Period may be extended for an additional 5 year period.

What is the fee if I elect the Extension?

If you elect MarketLock Income Plus Extension, the fee for the Living Benefit will be increased by 0.10% as follows:

Number of Covered Persons	Current Annualized Fee (calculated as a percentage of the Income Base)	Annualized Fee After Extension (calculated as a percentage of the Income Base)
One	1.10%	1.20%
Two	1.35%	1.45%

If you elect MarketLock For Life Plus Extension, the fee for the Living Benefit will be increased by 0.25% for One Covered Person and 0.20% for Two Covered Persons as follows:

Number of Covered Persons	Current Annualized Fee (calculated as a percentage of the Income Base)	Annualized Fee After Extension (calculated as a percentage of the Income Base)
One	0.95%	1.20%
Two	1.25%	1.45%

If you elect MarketLock For Life Extension, the fee for the Living Benefit will be increased by 0.25% as follows:

Number of Covered Persons	Current Annualized Fee (calculated as a percentage of the Income Base)	Annualized Fee After Extension (calculated as a percentage of the Income Base)
One	0.70%	0.95%
Two	0.95%	1.20%

What are the investment requirements if I elect the Extension?

The Investment Requirements for the Extension are different from, and are more restrictive than, the Investment Requirements of your current MarketLock Income Plus, MarketLock For Life Plus or MarketLock For Life Living Benefit. Please see Investment Requirements for Optional Living Benefits in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for

investment requirements associated with the Extension.

E-1

Appendix F – Death BeneFit Examples

The following examples assume your contract was issued on or after May 1, 2009 and demonstrate how market performance, subsequent Purchase Payments, and withdrawals impact the death benefit.

The examples are based on a hypothetical contract over an extended period of time and do not assume any specific rate of return nor do they represent how your contract will actually perform.

Examples 1 through 3 below assume election of Maximum Anniversary Value Death Benefit and optional Estate Plus without a living benefit on or after May 1, 2009.

Example 1: Initial Values

The values shown below are based on the following assumptions:

•

Initial Purchase Payment = $100,000

•

Owner age 65 on the Issue Date

Values as of	Purchase Payment Invested	Contract Value	Net Purchase Payments	Maximum Anniversary Value Death Benefit
Issue Date	$100,000	$100,000	$100,000	$100,000

Example 2: Impact of Adding Subsequent Purchase Payments

The values shown below are based on the assumptions stated in Example 1 above, in addition to the following:

•

Subsequent Purchase Payment invested in the first Contract Year = $60,000.

•

Subsequent Purchase Payment invested in the second Contract Year = $90,000.

•

No withdrawals taken in the first 2 Contract Years.

Values as of	Purchase Payment Invested	Assumed Contract Value	Anniversary Value	Net Purchase Payments	Maximum Anniversary Value	Maximum Anniversary Value Death Benefit	Estate Plus
Issue Date	$100,000	$100,000	–	$100,000	–	$100,000	$0
Year 1	$60,000	$165,000	–	$160,000	–	$165,000	$1,250
1st Anniversary	–	$155,000	$155,000	$160,000	$155,000	$160,000	$0
Year 2	$90,000	$240,000	–	$250,000	$245,000	$250,000	$0
2nd Anniversary	–	$260,000	$260,000	$250,000	$260,000	$260,000	$2,500

The values of the death benefit are impacted by adding subsequent Purchase Payments and locking in the higher Anniversary Values as follows:

•

The Net Purchase Payments and Maximum Anniversary Value Death Benefit are recalculated at the time each subsequent Purchase Payment is received.

○

In year 1, the $60,000 subsequent Purchase Payment increased NPP, however the Contract Value was greater; the MAV death benefit was $165,000.

○

At 1st anniversary, the MAV is set to the Anniversary Value of $155,000; the NPP was $160,000; the MAV death benefit was $160,000.

•

The Maximum Anniversary Value is increased to a Higher Anniversary Value on each Benefit Year Anniversary if the Anniversary Value is greater than the current Maximum Anniversary Value.

○

In year 2, the $90,000 subsequent Purchase Payment increased NPP to $250,000 and MAV to $245,000; the MAV death benefit was $250,000.

○

At 2nd anniversary, the MAV is set to the Anniversary Value of $260,000; the NPP was $250,000; the MAV death benefit was $260,000.

•

Estate Plus would provide an Earnings Enhancement when Contact Value is greater than the Net Purchase Payments. If death were to occur at any of the following the Earnings Enhancement would be:

○

Year 1: $1,250 [($165,000 – $160,000) × 25%]

○

1st Anniversary: $0 [Contract Value ($155,000) is less than NPP ($160,000)]

○

Year 2: $0 [Contract Value ($245,000) is less than NPP ($250,000)]

F-1

○

2nd Anniversary: $2,500 [($260,000 – $250,000) × 25%]

Example 3: Impact of withdrawals on Net Purchase Payments and Maximum Anniversary Value

The values shown below are based on the assumptions stated in Examples 2 and 3 above, in addition to the following:

•

A withdrawal of $15,000 was taken in the third Contract Year.

•

A withdrawal of $23,000 was taken in the fourth Contract Year.

Values as of	Assumed Contract Value	Withdrawal Taken	Anniversary Value	Net Purchase Payments	Maximum Anniversary Value	Maximum Anniversary Value Death Benefit	Estate Plus
2nd Anniversary	$260,000		$260,000	$250,000	$260,000	$260,000	$2,500
Year 3	$300,000	$15,000	–	$237,500	$247,000	$285,000	$11,875
3rd Anniversary	$265,000	–	$265,000	$237,500	$265,000	$265,000	$6,875
Year 4	$230,000	$23,000	–	$213,750	$238,500	$238,500	$0
4th Anniversary	$220,000	–	$220,000	$213,750	$238,500	$238,500	$1,563

•

The Net Purchase Payments and Maximum Anniversary Value are reduced in the same proportion by which the Contract Value is reduced by the withdrawal amount.

○

In year 3, the reduction proportion was 5.0% ($15,000/$300,000); the reduced NPP was $237,500 [$250,000 × (1–5.0%)]; the reduced Maximum Anniversary Value was $247,000 [$260,000 × (1–5.0%)]; the MAV death benefit was $285,000 ($300,000-$15,000).

○

In year 4, the reduction proportion was 10.0% ($23,000/$230,000); the reduced NPP was $213,750 [$237,500 × (1–10.0%)]; the reduced Maximum Anniversary Value was $238,500 [$265,000 × (1–10.0%)]; the MAV death benefit was $238,500.

Note: In year 3 the reduction proportion of 5.0% has less impact to the Maximum Anniversary Value because Contract Value was greater than MAV: The $15,000 withdrawal reduced Maximum Anniversary Value by $13,000. Compared to year 4, the reduction proportion of 10.0% has a higher impact because Contract Value was less than the MAV: The $23,000 withdrawal reduced MAV by $26,500.

•

Estate Plus would provide an Earnings Enhancement when Contact Value is greater than the Net Purchase Payments. If death were to occur at any of the following points the Earnings Enhancement would be:

○

Year 3: $11,875 [($285,000 – $237,500) × 25%]

○

3rd Anniversary: $6,875 [($265,000 – 237,500) × 25%]

○

Year 4: $0 [Contract Value ($207,000) is less than NPP ($213,750)]

○

4th Anniversary: $1,563 [($220,000 – $213,750) × 25%]

Examples 4 through 6 below assume election of Combination HV and Roll-Up Death Benefit

Example 4: Initial Values

The values shown below are based on the following assumptions:

•

Initial Purchase Payment = $100,000

•

Owner age 65 on the Issue Date

Values as of	Purchase Payment Invested	Contract Value	Net Purchase Payments	Death Benefit
Issue Date	$100,000	$100,000	$100,000	$100,000

Example 5: Impact of Adding Subsequent Purchase Payments

The values shown below are based on the assumptions stated in Example 4 above, in addition to the following:

•

Subsequent Purchase Payment invested in the first Contract Year = $60,000.

•

Subsequent Purchase Payment invested in the second Contract Year = $90,000.

F-2

•

No withdrawals taken in the first 2 Contract Years.

Values as of	Purchase Payment Invested	Assumed Contract Value	Anniversary Value	Net Purchase Payments @5%	Maximum Anniversary Value	Death Benefit
Issue Date	$100,000	$100,000	–	$100,000	–	$100,000
Year 1 - Day 100	$60,000	$165,000	–	$161,346	–	$165,000
1st Anniversary	–	$155,000	$155,000	$167,163	$155,000	$167,163
Year 2 - Day 200	$90,000	$245,000	–	$261,693	$245,000	$261,693
2nd Anniversary	–	$260,000	$260,000	$267,529	$260,000	$267,529

The values of the death benefit are impacted by adding subsequent Purchase Payments and locking in the higher Anniversary Values as follows:

•

In year 1 – day 100, Net Purchase Payments increased by 5% for 100 days before adding the Subsequent Purchase Payment to $161,346 {$100,000 × [(1 + 5%)^(100/365)] + $60,000}, however Contract Value was greater; therefore, the death benefit was $165,000.

•

At 1st anniversary, Maximum Anniversary Value locked in at the Anniversary Value at $155,000; the Net Purchase Payments increased by 5% for another 265 days to $167,163 {$161,346 × [(1 + 5%)^(265/365)]}; the death benefit was $167,163.

•

In year 2 – day 200, Maximum Anniversary Value increased to $245,000 ($155,000 + $90,000); the Net Purchase Payments increased by 5% for 200 days before adding the Subsequent Purchase Payment to $261,693 {$167,163 × [(1 + 5%)^(200/365)] + $90,000}; the death benefit was $261,693

•

At 2nd anniversary, Maximum Anniversary Value locked in at the Anniversary Value at $260,000; the Net Purchase Payments increased by 5% for another 165 days to $267,529 {$161,346 × [(1 + 5%)^(165/365)]}; the death benefit was $267,529.

Example 6: Impact of withdrawals on Combination HV and Roll-Up Death Benefit

The values shown below are based on the assumptions stated in Examples 4 and 5 above, in addition to the following:

•

A withdrawal of $15,000 was taken in the third Contract Year.

•

A withdrawal of $23,000 was taken in the fourth Contract Year.

Values as of	Assumed Contract Value	Withdrawal Taken	Anniversary Value	Net Purchase Payments @5%	Maximum Anniversary Value	Combination HV and Roll-Up Death Benefit
Year 3 – Day 130	$300,000	$15,000	–	$258,607	$247,000	$285,000
3rd Anniversary	$265,000	–	$265,000	$266,860	$265,000	$266,860
Year 4 – Day 50	$230,000	$23,000	–	$241,785	$238,500	$241,785
4th Anniversary	$220,000	–	$220,000	$252,183	$238,500	$252,183

•

The death benefit values reduced in the same proportion by which the Contract Value is reduced by withdrawal amount.

○

In year 3 – day 130, the reduction proportion was 5.0% ($15,000/$300,000); the Maximum Anniversary Value reduced to $247,000 [$260,000 × (1 – 5.0%)]; the reduced Net Purchase Payments increased by 5% for 130 days before the withdrawal to $258,607 {$267,529 × [(1 + 5%)^(130/365)] × (1 - 5.0%)}, however the Contract Value was greater; therefore, the death benefit was $285,000 ($300,000 – $15,000).

○

At 3rd anniversary, Maximum Anniversary Value locked in at $265,000; the Net Purchase Payments increased by 5% for another 235 days to $266,860 {$258,607 × [(1 + 5%)^(235/365)]}; the death benefit was $266,860.

○

In year 4 – day 50, the reduction proportion was 10.0% ($23,000/$230,000); the Maximum Anniversary Value reduced to $238,500 [$265,000 × (1 – 10.0%)]; the Net Purchase Payments increased by 5% for 50 days before the withdrawal to $241,785 {$266,860 × [(1 + 5%)^(50/365)] × (1 – 10.0%)}; the death benefit was $241,785.

○

At 4th anniversary, Maximum Anniversary Value remained at $238,500; the Net Purchase Payments increased by 5% for another 315 days to $252,183 {$241,785 × [(1 + 5%)^(315/365)]}; the death benefit was $252,183.

F-3

Appendix G – OPTIONAL LIVING benefits examples

The following examples demonstrate how market performance, subsequent Purchase Payments, and withdrawals impact the Capital Protector Living Benefit, and how the final benefit is determined. The examples are based on a hypothetical contract over an extended period of time and do not assume any specific rate of return nor do they represent how your contract will actually perform.

Example 1: Initial Values

The values shown below are based on the following assumptions:

•

Initial Purchase Payment = $100,000

•

Owner age 65 on the Issue Date

Values as of	Contract Value	Purchase Payment Invested	Contract Value	Benefit Base
Issue Date	$0	$100,000	$100,000	$10,000

Benefit Base is the initial Purchase Payment = $100,000

Example 2: Impact of Adding Subsequent Purchase Payments

The values shown below are based on the assumptions stated in Example 1 above, in addition to the following:

•

Subsequent Purchase Payment invested in the first 90 days = $50,000.

•

No withdrawals taken in the first Contract Year.

Values as of	Assumed Contract Value	Purchase Payment Invested	Contract Value	Benefit Base
Contract Date	$0	$100,000	$100,000	$100,000
Year 1 – Day 80	$105,000	$50,000	$155,000	$150,000
1st Anniversary	$160,000	–	$160,000	$150,000

The subsequent Purchase Payments made in the 1st 90 days increase the Benefit Base.

Example 3: Impact of withdrawals on Benefit Base

The values shown below are based on the assumptions stated in Examples 1 and 2 above, in addition to the following:

•

A withdrawal of $17,000 was taken in the third Contract Year

Value as of	Assumed Contract Value	Withdrawal Taken	Contract Value	Benefit Base
2nd Anniversary	$168,000	—	$168,000	$150,000
Year 3 – Day 100	$170,000	$17,000	$153,000	$135,000
3rd Anniversary	$144,000	—	$144,000	$135,000

•

Benefit Base reduced in the same proportion by which the contract value is reduced by withdrawal amount.

○

In year 3 – day 100, the reduction proportion was 10% ($17,000/$170,000); the reduced Benefit Base was $135,000 ($150,000 x (1-10%)).

G-1

Example 4: Benefit Date evaluation

The values shown below are based on the assumptions stated in Example 3 above, in addition to the following:

•

No withdrawals or subsequent Purchase Payments are made

Values as of	Assumed Contract Value	Benefit Base	Contract Value
4th Anniversary	$178,000	$135,000	—
5th Anniversary	$190,000	$135,000	—
6th Anniversary	$150,000	$135,000	—
7th Anniversary	$146,000	$135,000	—
8th Anniversary	$130,000	$135,000	—
9th Anniversary	$120,000	$135,000	—
10th Anniversary	$110,000	$135,000	$135,000

•

At the Benefit Date of the 10th contract anniversary, a comparison is performed between the Contract Value and the Benefit Base. The Benefit Base of $135,000 is greater than the Contract Value of $110,000. So, the difference of $25,000 is added to the Contract Value as earnings. The Contract Value through the Capital Protector feature evaluation increases to $135,000.

•

This ends the Capital Protector Living Benefit feature.

G-2

The Statement of Additional Information (SAI) contains additional information about the contract, the Company, and the Separate Account, including financial statements. The SAI is dated the same date as this prospectus, and the SAI is incorporated by reference into this prospectus. You may request a free copy of the SAI or submit inquiries by:

•

Mailing: Annuity Service Center, P.O. Box 15570, Amarillo, Texas 79105-5570

•

Calling: (855) 421-2692

•

Visiting: www.corebridgefinancial.com/ProductProspectuses

You may also obtain other information about the Separate Account on the SEC’s website at www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

EDGAR Contract Identifier: C000124748, C000124626

STATEMENT OF ADDITIONAL INFORMATION

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

ISSUED BY

AMERICAN GENERAL LIFE INSURANCE COMPANY

IN CONNECTION WITH

VARIABLE SEPARATE ACCOUNT

POLARIS PLATINUM II VARIABLE ANNUITY

This Statement of Additional Information is not a prospectus; it should be read with the prospectus, dated May 1, 2026, relating to the annuity contracts described above. A copy of the prospectus may be obtained without charge by calling (855) 421-2692, visiting www.corebridgefinancial.com/ProductProspectuses, or writing us at:

AMERICAN GENERAL LIFE INSURANCE COMPANY
ANNUITY SERVICE CENTER
P.O. BOX 15570
AMARILLO, TEXAS 79105-5570

May 1, 2026

TABLE OF CONTENTS

	Page
Separate Account and the Company	3
American Home Assurance Company	4
Custodian	4
General Account	4
Fixed Advantage 7 Account Option for Polaris Platinum II Contracts Issued Prior to May 1, 2004	4
Market Value Adjustment (“MVA”) for Contracts Issued Prior to May 1, 2005	5
Annuity Income Payments	6
Annuity Unit Values	7
Broker-Dealer Firms Receiving Revenue Sharing Payments	9
Distribution of Contracts	9
Financial Statements	10

-2-

Separate Account and the Company

American General Life Insurance Company (“AGL” or the “Company”) is a stock life insurance company organized under the laws of the State of Texas on April 11, 1960. AGL is an indirect, wholly owned subsidiary of Corebridge Financial, Inc. (“Corebridge”). On March 26, 2026, Corebridge and Equitable Holdings, Inc., announced that they entered into a definitive agreement to combine in an all-stock merger. Under the terms of the merger agreement, both companies will become wholly owned subsidiaries of a newly formed holding company, which will be renamed “Equitable Holdings, Inc.” upon the closing of the transaction. The transaction is expected to close by year-end 2026, subject to certain regulatory approvals and other customary closing conditions. Upon completion of the transaction, AGL will be an indirect wholly owned subsidiary of the new Equitable Holdings, Inc. AGL offers individual term and universal life insurance, as well as fixed, variable and registered index-linked annuities in all states except in New York.

On December 31, 2012, SunAmerica Annuity and Life Assurance Company (“SunAmerica Annuity”), American General Assurance Company (“AGAC”), American General Life and Accident Insurance Company (“AGLA”), American General Life Insurance Company of Delaware (“AGLD”), SunAmerica Life Insurance Company (“SALIC”) and Western National Life Insurance Company, (“WNL”), affiliates of American General Life Insurance Company, merged with and into American General Life Insurance Company (“Merger”). Prior to this date, the Polaris Platinum II contracts were issued by SunAmerica Annuity in all states except New York.

Variable Separate Account (“Separate Account”) was originally established by Anchor National Life Insurance Company (“Anchor National”) under Arizona law on January 1, 1996 when it assumed the Separate Account, originally established under California law on June 25, 1981. Effective March 1, 2003, Anchor National changed its name to AIG SunAmerica Life Assurance Company (“SunAmerica Life”). Effective July 20, 2009, SunAmerica Life changed its name to SunAmerica Annuity and Life Assurance Company. These were name changes only and did not affect the substance of any contract. Prior to December 31, 2012, the Separate Account was a separate account of SunAmerica Annuity. On December 31, 2012, and in conjunction with the merger of AGL and SunAmerica Annuity, the Separate Account was transferred to and became a Separate Account of AGL under Texas law.

The Separate Account meets the definition of a “Separate Account” under the federal securities laws and is registered with the SEC as a unit investment trust under the Investment Company Act of 1940. This registration does not involve supervision of the management of the Separate Account or the Company by the SEC.

The assets of the Separate Account are the property of the Company. However, the assets of the Separate Account, equal to its reserves and other contract liabilities, are not chargeable with liabilities arising out of any other business the Company may conduct. Income, gains, and losses, whether or not realized, from assets allocated to the Separate Account are credited to or charged against the Separate Account without regard to other income, gains, or losses of the Company.

The Separate Account is divided into Variable Portfolios, with the assets of each Variable Portfolio invested in the shares of one of the Underlying Funds. The Company does not guarantee the investment performance of the Separate Account, its Variable Portfolios or the Underlying Funds. Values allocated to the Separate Account and the amount of variable annuity income payments will vary with the values of shares of the Underlying Funds, and are also reduced by contract charges and fees.

The basic objective of a variable annuity contract is to provide variable annuity income payments which will be to some degree responsive to changes in the economic environment, including inflationary forces and changes in rates of return available from various types of investments. The contract is designed to seek to accomplish this objective by providing that variable annuity income payments will reflect the investment performance of the Separate Account with respect to amounts allocated to it both before and after the Annuity Date. Since the Separate Account is always fully invested in shares of the Underlying Funds, its investment performance reflects the investment performance of those entities. The values of such shares held by the Separate Account fluctuate and are subject to the risks of changing economic conditions as well as the risk inherent in the ability of the Underlying Funds’ management to make necessary changes in their funds to anticipate changes in economic conditions. Therefore, the owner bears the entire investment risk that the basic objectives of the contract may not be realized, and that the adverse effects of inflation may not be lessened. There can be no assurance that the aggregate amount of variable annuity income payments will equal or exceed the Purchase Payments made with respect to a particular account for the reasons described above, or because of the premature death of an Annuitant.

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Another important feature of the contract related to its basic objective is the Company’s promise that the dollar amount of variable annuity income payments made during the lifetime of the Annuitant will not be adversely affected by the actual mortality experience of the Company or by the actual expenses incurred by the Company in excess of expense deductions provided for in the contract (although the Company does not guarantee the amounts of the variable annuity income payments).

American Home Assurance Company

All references in this SAI to American Home Assurance Company (“American Home”) apply only to contracts issued prior to December 29, 2006 at 4:00 p.m. Eastern Time. American Home is a stock property-casualty insurance company incorporated under the laws of the State of New York on February 7, 1899. American Home’s principal executive office is located at 1271 Avenue of the Americas, FL37, New York, NY 10020-1304. American Home is licensed in all 50 states of the United States and the District of Columbia, as well as certain foreign jurisdictions, and engages in a broad range of insurance and reinsurance activities. American Home is an indirect wholly-owned subsidiary of American International Group, Inc.

Custodian

The Company acts as custodian of the Separate Account. We have custody of all assets and cash of the Separate Account and handle the collection of proceeds of shares of the Underlying Funds bought and sold by the Separate Account.

General Account

The general account is made up of all of the general assets of the Company other than those allocated to the Separate Account or any other segregated asset account of the Company. A Purchase Payment may be allocated to the available fixed account options and/or available DCA fixed accounts in connection with the general account, as elected by the owner at the time of purchasing a contract or when making a subsequent Purchase Payment. Assets supporting amounts allocated to fixed account options become part of the Company’s general account assets and are available to fund the claims of all classes of customers of the Company, as well as of its creditors. Accordingly, all of the Company’s assets held in the general account will be available to fund the Company’s obligations under the contracts as well as such other claims.

The Company will invest the assets of the general account in the manner chosen by the Company and allowed by applicable state laws regarding the nature and quality of investments that may be made by life insurance companies and the percentage of their assets that may be committed to any particular type of investment. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments.

Fixed Advantage 7 Account Option for Polaris Platinum II Contracts Issued
Prior to May 1, 2004

Fixed Advantage 7 is an additional seven-year fixed account option available (if you have not elected to participate in the Principal Rewards program) and will generally offer a different interest rate than the other fixed account options in your contract. Only Purchase Payments made during the first 90 days following issuance of your contract can be invested in Fixed Advantage 7. If you inadvertently allocate any Purchase Payments to Fixed Advantage 7 after the first 90 days, we will allocate those funds according to your last Variable Portfolio allocation instructions, unless we receive different instructions from you. At the end of the 7-year guarantee period, the entire balance in Fixed Advantage 7 will be automatically transferred into those funds according to your last Variable Portfolio allocation instructions; unless we receive different instructions from you. If your previous instructions did not include allocation to Variable Portfolios, we will transfer any funds into a money market or similar. These automatic transfers do not count against the number of free annual transfers.

You cannot transfer money out of Fixed Advantage 7 prior to the end of the 7-year guarantee period; however, you may elect to systematically transfer the interest earned in this account to other Variable Portfolios at any time either monthly, quarterly, semi-annually or annually. If you make a full or partial withdrawal from you contract, you will be subject to a market value adjustment on all funds invested in the multi-year fixed accounts including Fixed Advantage 7 and any applicable surrender charges.

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You will not be subject to a market value adjustment if:

you systematically transfer interest earned to other Variable Portfolios as part of the DCA program;

a death benefit is paid;

any withdrawal is made to pay fees or charges; or

any amount automatically transferred at the end of the guarantee period.

Market Value Adjustment (“MVA”) for Contracts Issued Prior to May 1, 2005

Depending on the issue date of your contract, your contract may offer multi-year Fixed Accounts. If you take money out of any available multi-year Fixed Accounts before the guarantee period ends, we may make an adjustment to your contract. We refer to this as a Market Value Adjustment (“MVA”). The MVA does not apply to any available one-year Fixed Accounts. The MVA reflects any difference in the interest rate environment between the time you placed your money in the multi-year Fixed Accounts and the time when you withdraw or transfer that money. Generally, this adjustment can increase or decrease your contract value or the amount of your withdrawal. If interest rates drop between the time you put your money into a multi-year Fixed Account and the time you take it out, we credit a positive adjustment to your contract. Conversely, if interest rates increase during the same period, we could post a negative adjustment to your contract. You have 30 days after the end of each guarantee period to reallocate your funds without application of any MVA.

Regardless of the outcome of the MVA calculation, application of the MVA to any partial or full withdrawal or transfer from the multi-year Fixed Accounts after May 2, 2005, will not result in a negative adjustment to your contract value or the withdrawal amount. Thus, the MVA will not result in a loss of principal or previously credited interest for transactions after May 2, 2005. You will continue to receive any positive adjustment resulting from application of the MVA.

The information below applies only if you take money out of multi-year Fixed Accounts before the end of the Guarantee Period.

We calculate the MVA by doing a comparison between current rates and the rate being credited to you in the Fixed Accounts. For the current rate we use a rate being offered by us for a guarantee period that is equal to the time remaining in the Fixed Accounts from which you seek withdrawal (rounded up to a full number of years). If we are not currently offering a guarantee period for that period of time, we determine an applicable rate by using a formula to arrive at a number based on the interest rates currently offered for the two closest periods available. Where the MVA is positive, we add the adjustment to your withdrawal amount.

If a withdrawal charge applies, it is deducted before the MVA calculation. The MVA is assessed on the amount withdrawn less any withdrawal charges.

The MVA is computed by multiplying the amount withdrawn, transferred or taken under an income option by the following factor:

[(1+I/(1+J+L)]N/12 – 1

where:

I is the interest rate you are earning on the money invested in the Fixed Account;

J is the interest rate then currently available for the period of time equal to the number of years remaining in the term you initially agreed to leave your money in the Fixed Account;

N is the number of full months remaining in the term you initially agreed to leave your money in the Fixed Account; and

L is 0.005 (Some states require a different value. Please see your contract.)

We do not assess an MVA against withdrawals from an Fixed Account under the following circumstances:

•

If a withdrawal or transfer made after May 2, 2005 results in a negative MVA calculation;

•

If a withdrawal or transfer is made within 30 days after the end of a guarantee period;

•

If a withdrawal or transfer is made to pay contract fees and charges;

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•

To pay a death benefit; and

•

Upon beginning an income option, if occurring on the Latest Annuity Date.

Examples of the MVA

The purpose of the examples below is to show how the MVA adjustments are calculated and may not reflect the Guarantee Periods available or withdrawal charges applicable under your contract.

The examples below assume the following:

(1)

You made an initial Purchase Payment of $10,000 and allocated it to a Fixed Account at a rate of 5%;

(2)

You make a partial withdrawal of $4,000 at a time when 18 months remain in the term you initially agreed to leave your money in the Fixed Account (N = 18);

(3)

You have not made any other transfers, additional Purchase Payments, or withdrawals; and

(4)

Your contract was issued in a state where L = 0.005.

Positive Adjustment, No Withdrawal Charge Applies

Assume that on the date of withdrawal, the interest rate in effect for new Purchase Payments in the 1-year Fixed Account is 3.5% and the 3-year Fixed Account is 4.5%. By linear interpolation, the interest rate for the remaining 2years (18 months rounded up to the next full year) in the contract is calculated to be 4%. No withdrawal charge is reflected in this example, assuming that the Purchase Payment withdrawn falls within the free withdrawal amount.

The MVA factor is = [(1+I/(1+J+0.005)]N/12 – 1

= [(1.05)/(1.04+0.005)]18/12 – 1

= (1.004785)1.5 – 1

= 1.007186 – 1

= + 0.007186

The requested withdrawal amount is multiplied by the MVA factor to determine the MVA:

$4,000 x (+0.007186) = +$28.74

$28.74 represents the positive MVA that would be added to the withdrawal.

Positive Adjustment, Withdrawal Charge Applies

Assume that on the date of withdrawal, the interest rate in effect for new Purchase Payments in the 1-year Fixed Account is 3.5% and the 3-year Fixed Account is 4.5%. By linear interpolation, the interest rate for the remaining 2years (18 months rounded up to the next full year) in the contract is calculated to be 4%. A withdrawal charge of 6% is reflected in this example, assuming that the Purchase Payment withdrawn exceeds the free withdrawal amount.

The MVA factor is = [(1+I)/(1+J+0.005)]N/12 – 1

= [(1.05)/(1.04+0.005)]18/12 – 1

= (1.004785)1.5 – 1

= 1.007186 – 1

= + 0.007186

The requested withdrawal amount, less the withdrawal charge ($4,000 - 6% =$3,760) is multiplied by the MVA factor to determine the MVA:

$3,760 x (+0.007186) = +$27.02

$27.02 represents the positive MVA that would be added to the withdrawal.

Annuity Income Payments

Initial Monthly Annuity Income Payments

The initial monthly annuity income payment is determined by applying separately that portion of the contract value allocated to the fixed account options and the Variable Portfolio(s), less any premium tax if applicable, and then applying it to the annuity table specified in the contract for fixed and variable annuity income payments. Those tables are based on a set amount per $1,000 of proceeds applied. The appropriate rate must be determined by the sex

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(except where, as in the case of certain Qualified contracts and other employer-sponsored retirement plans, such classification is not permitted) and age of the Annuitant and designated second person, if any, and the annuity income option selected.

The dollars applied are then divided by 1,000 and the result multiplied by the appropriate annuity factor appearing in the table to compute the amount of the first monthly annuity income payment. In the case of a variable annuity, that amount is divided by the value of an Annuity Unit as of the Annuity Date to establish the number of Annuity Units representing each variable annuity income payment. The number of Annuity Units determined for the first monthly variable annuity income payment remains constant for the second and subsequent monthly variable annuity income payments, assuming that no reallocation of contract values is made.

Subsequent Monthly Annuity Income Payments

For fixed annuity income payments, the amount of the second and each subsequent monthly fixed annuity income payment is the same as that determined above for the first fixed monthly annuity income payment.

For variable annuity income payments, the amount of the second and each subsequent monthly variable annuity income payment is determined by multiplying the number of Annuity Units, as determined in connection with the determination of the initial monthly variable annuity income payment, above, by the Annuity Unit value as of the day preceding the date on which each monthly variable annuity income payment is due.

Annuity Unit Values

The value of an Annuity Unit is determined independently for each Variable Portfolio.

The annuity tables contained in the contract are based on a 3.5% per annum assumed investment rate. If the actual net investment rate experienced by a Variable Portfolio exceeds 3.5%, variable annuity income payments derived from allocations to that Variable Portfolio will increase over time. Conversely, if the actual rate is less than 3.5%, variable annuity income payments will decrease over time. If the net investment rate equals 3.5%, the variable annuity income payments will remain constant. If a higher assumed investment rate had been used, the initial monthly variable annuity income payment would be higher, but the actual net investment rate would also have to be higher in order for variable annuity income payments to increase (or not to decrease).

The payee receives the value of a fixed number of Annuity Units each month. The value of a fixed number of Annuity Units will reflect the investment performance of the Variable Portfolios elected, and the amount of each monthly variable annuity income payment will vary accordingly.

For each Variable Portfolio, the value of an Annuity Unit is determined by multiplying the Annuity Unit value for the preceding month by the Net Investment Factor for the month for which the Annuity Unit value is being calculated. The result is then multiplied by a second factor which offsets the effect of the assumed net investment rate of 3.5% per annum which is assumed in the annuity tables contained in the contract.

Net Investment Factor

The Net Investment Factor (“NIF”) is an index applied to measure the net investment performance of a Variable Portfolio from one day to the next. The NIF may be greater or less than or equal to one; therefore, the value of an Annuity Unit may increase, decrease or remain the same.

The NIF for any Variable Portfolio for a certain month is determined by dividing (a) by (b) where:

(a)

is the Accumulation Unit value of the Variable Portfolio determined as of the end of that month, and

(b)

is the Accumulation Unit value of the Variable Portfolio determined as of the end of the preceding month.

The NIF for a Variable Portfolio for a given month is a measure of the net investment performance of the Variable Portfolio from the end of the prior month to the end of the given month. A NIF of 1.000 results in no change; a NIF greater than 1.000 results in an increase; and a NIF less than 1.000 results in a decrease. The NIF is increased (or decreased) in accordance with the increases (or decreases, respectively) in the value of a share of the underlying fund in which the Variable Portfolio invests; it is also reduced by Separate Account asset charges.

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Illustrative Example

Assume that one share of a given Variable Portfolio had an Accumulation Unit value of $11.46 as of the close of the New York Stock Exchange (“NYSE”) on the last business day in September; that its Accumulation Unit value had been $11.44 at the close of the NYSE on the last business day at the end of the previous month. The NIF for the month of September is:

NIF	=	($11.46/$11.44)
	=	1.00174825

The change in Annuity Unit value for a Variable Portfolio from one month to the next is determined in part by multiplying the Annuity Unit value at the prior month end by the NIF for that Variable Portfolio for the new month. In addition, however, the result of that computation must also be multiplied by an additional factor that takes into account, and neutralizes, the assumed investment rate of 3.5 percent per annum upon which the variable annuity income payment tables are based. For example, if the net investment rate for a Variable Portfolio (reflected in the NIF) were equal to the assumed investment rate, the variable annuity income payments should remain constant (i.e., the Annuity Unit value should not change). The monthly factor that neutralizes the assumed investment rate of 3.5 percent per annum is:

		(1/12)
1/	[(1.035)		]	=	0.99713732

In the example given above, if the Annuity Unit value for the Variable Portfolio was $10.103523 on the last business day in August, the Annuity Unit value on the last business day in September would have been:

$10.103523 x 1.00174825 x 0.99713732 = $10.092213

To determine the initial variable annuity income payment, the annuity income payment for variable annuitization is calculated based on our mortality expectations and an assumed investment rate (AIR) of 3.5%. Thus the initial variable annuity income payment is the same as the initial payment for a fixed interest payout annuity calculated at an effective rate of 3.5%.

The NIF measures the performance of the funds that are basis for the amount of future variable annuity income payments. This performance is compared to the monthly AIR, and if the rate of growth in the NIF is the same as the monthly AIR the payment remains the same as the prior month. If the rate of growth of the NIF is different than the AIR, then the payment is changed proportionately to the ratio NIF / (1+AIR), calculated on a monthly basis. If the NIF is less than the AIR, then this proportion is less than one and payments are decreased.

Variable Annuity Income Payments

Illustrative Example

Assume that a contract has all of its account value allocated to a single Variable Portfolio. As of the last valuation preceding the Annuity Date, the account was credited with 7543.2456 Accumulation Units, each having a value of $15.432655 (i.e., the account value is equal to 7543.2456 x $15.432655 = $116,412.31). Assume also that the Annuity Unit value for the Variable Portfolio on that same date is $13.256932, and that the Annuity Unit value on the day immediately prior to the second variable annuity income payment date is $13.327695.

The first variable annuity income payment is determined using the annuity factor tables specified in the contract. These tables supply monthly annuity income payment factors, determined by the sex, age of the Annuitant and annuity income option selected, for each $1,000 of applied contract value. If the applicable factor is 5.21 for the annuitant in this hypothetical example, the first variable annuity income payment is determined by multiplying the factor of $5.21 by the result of dividing the account value by $1,000:

First variable annuity income payment = $5.21 x ($116,412.31/$1000) = $606.51

The number of Annuity Units (which will be constant unless the account values is transferred to another account) is also determined at this time and is equal to the amount of the first variable annuity income payment divided by the value of an Annuity Unit on the day immediately prior to annuitization:

Annuity Units = $606.51/$13.256932 = 45.750404

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The second variable annuity income payment is determined by multiplying the number of Annuity Units by the Annuity Unit value as of the day immediately prior to the second variable annuity payment due date:

Second variable annuity income payment = 45.750404 x $13.327695 = $609.75

The third and subsequent variable annuity income payments are computed in a manner similar to the second variable annuity income payment.

Note that the amount of the first variable annuity income payment depends on the contract value in the relevant Variable Portfolio on the Annuity Date and thus reflects the investment performance of the Variable Portfolio net of fees and charges during the Accumulation Phase. The amount of that payment determines the number of Annuity Units, which will remain constant during the Annuity Phase (assuming no transfers from the Variable Portfolio). The net investment performance of the Variable Portfolio during the Annuity Phase is reflected in continuing changes during this phase in the Annuity Unit value, which determines the amounts of the second and subsequent variable annuity income payments.

Broker-Dealer Firms Receiving Revenue Sharing Payments

The following list includes the names of member firms of FINRA (or their affiliated broker-dealers) that received a revenue sharing payment of more than $15,000 as of the calendar year ending December 31, 2025, from American General Life Insurance Company and The United States Life Insurance Company in the City of New York, both affiliated companies. Your registered representative can provide you with more information about the compensation arrangements that apply upon the sale of the Contract.

Ameriprise	MML Investors
Centaurus Financial, Inc	Osaic Institutions, Inc
Cetera Advisor Networks LLC	Osaic Wealth Inc
Cetera Advisors LLC	Primerica
Cetera Financial Institutions	Raymond James & Associates
Edward Jones	Stifel Nicolaus
Independent Financial Group	Wells Fargo Advisors PCG
Kestra Investment Services	Wells Fargo Advisors WBS

We will update this list annually; interim arrangements may not be reflected. You are encouraged to review the prospectus for each Underlying Fund for any other compensation arrangements pertaining to the distribution of Underlying Fund shares.

Certain broker dealers with which we have selling agreements are our affiliates. In an effort to promote the sale of our products, affiliated firms may pay their registered representatives additional cash incentives which may include but are not limited to bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the Contracts, that they would not receive in connection with the sale of contracts issued by unaffiliated companies.

Distribution of Contracts

The contracts are offered on a continuous basis through Corebridge Capital Services, Inc., located at 30 Hudson Street, 16th Floor, Jersey City, NJ 07302. Corebridge Capital Services, Inc. (“CCS”) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority. CCS is a wholly-owned subsidiary of AGL. No underwriting fees are paid in connection with the distribution of the contracts.

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Financial Statements

PricewaterhouseCoopers LLP, located at 300 Madison Avenue New York, New York, 10017, serves as the independent registered public accounting firm for Variable Separate Account, American General Life Insurance Company (“AGL”), and American Home Assurance Company.

You may obtain a free copy of these financial statements if you write us at our Annuity Service Center or by calling (855) 421-2692. The financial statements have also been filed with the SEC and can be obtained through its website at www.sec.gov.

The following financial statements incorporated by reference within the SAI included on the most recent Form N-VPFS filed with the SEC have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting:

•

The Audited statement of assets and liabilities of Variable Separate Account of American General Life Insurance Company as of December 31, 2025, and the related statements of operations and changes in net assets for each of the two years in the period then ended December 31, 2025.

•

The Audited Statutory Financial Statements and Supplemental Information of American General Life Insurance Company, which comprise the statutory statements of admitted assets, liabilities and capital and surplus as of December 31, 2025 and December 31, 2024, and the related statutory statements of operations, of changes in capital and surplus, and of cash flows for each of the three years in the period ended December 31, 2025.

•

The Audited Statutory Basis Financial Statements of American Home Assurance Company, which comprise the statutory statements of admitted assets, liabilities and capital and surplus as of December 31, 2025 and December 31, 2024, and the related statutory statements of operations, and of changes in capital and surplus, and of cash flows for each of the three years in the period ended December 31, 2025.

The financial statements of AGL should be considered only as bearing on the ability of AGL to meet its obligation under the contracts.

You should only consider the statutory financial statements of American Home Assurance Company (“American Home”) that we include in the Statement of Additional Information as a bearing on the ability of American Home, as guarantor, to meet its obligations under the guarantee of insurance obligations under contracts issued prior to December 29, 2006, at 4:00 p.m. Eastern Time (“Point of Termination”). Contracts with an issue date after the Point of Termination are not covered by the American Home guarantee.

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Part C — Other Information

Item 27. Exhibits

Exhibit Number	Description	Location
(a)	Resolution Establishing Separate Account	Incorporated by reference to Initial Registration Statement of File Nos. 333-25473 and 811-3859, filed on April 18, 1997, Accession No. 0000950148-97-000989.
(b)	Custodian Agreements	Not Applicable
(c)(1)	Distribution Agreement	Incorporated by reference to Post-Effective Amendment No. 20 and Amendment No. 20, File Nos. 333-185762 and 811-03859, filed on April 25, 2019, Accession No. 0001193125-19-119309.
(c)(2)	Selling Agreement	Incorporated by reference to Initial Registration Statement, File Nos. 333-185762 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014430.
(d)(1)	Variable Annuity Contract
(d)(2)	Group Annuity Certificate	Incorporated by reference to Post-Effective Amendment No. 2 and Amendment No. 3, File Nos. 333-25473 and 811-03859, filed on March 20, 1998, Accession No. 00950148-98-000534.
(d)(3)	Individual Annuity Contract	Incorporated by reference to Post-Effective Amendment No. 2 and Amendment No. 3, File Nos. 333-25473 and 811-03859, filed on March 20, 1998, Accession No. 00950148-98-000534.
(d)(4)	(Principal Rewards) Group Annuity Certificate	Incorporated by reference to Post-Effective Amendment No. 7 and Amendment No. 8, File Nos. 333-25473 and 811-03859, filed on April 1, 1999, Accession No. 0000950148-99-000685.
(d)(5)	(Principal Rewards) Individual Annuity Certificate	Incorporated by reference to Post-Effective Amendment No. 7 and Amendment No. 8, File Nos. 333-25473 and 811-03859, filed on April 1, 1999, Accession No. 0000950148-99-000685.
(d)(6)	Optional Income Protector Endorsement	Incorporated by reference to Post-Effective Amendment No. 19 and Amendment No. 20, File Nos. 333-63511 and 811-09003, filed on April 30, 2007, Accession No. 0000950124-07-002492.
(d)(7)	Optional Guaranteed Minimum Accumulation Benefit	Incorporated by reference to Post-Effective Amendment No. 10 and Amendment No. 12, File Nos. 333-58234 and 811-03859, filed on April 16, 2004, Accession No. 0000950148-04-000752.
(d)(8)	Optional Guaranteed Minimum Withdrawal Benefit Endorsement — Step-Up Options	Incorporated by reference to Post-Effective Amendment No. 10 and Amendment No. 12, File Nos. 333-58234 and 811-03859, filed on April 16, 2004, Accession No. 0000950148-04-000752.
(d)(9)	Optional Guaranteed Minimum Withdrawal Benefit Maximum Anniversary Value Endorsement	Incorporated by reference to Post-Effective Amendment No. 20 and Amendment No. 22 to File Nos. 333-58234 and 811-03859, filed on September 20, 2005, Accession No. 0000950129-05-009343.
(d)(10)	Optional Guaranteed Minimum Withdrawal Benefit Maximum Anniversary Value Endorsement	Incorporated by reference to Post-Effective Amendment No. 24 and Amendment No. 26, File Nos. 333-58234 and 811-03859, filed on May 1, 2006, Accession No. 0000950129-06-004638.
(d)(11)	Optional Guaranteed Minimum Withdrawal Benefit For One Life/For Two Lives Endorsement	Incorporated by reference to Post-Effective Amendment No. 24 and Amendment No. 26, File Nos. 333-58234 and 811-03859, filed on May 1, 2006, Accession No. 0000950129-06-004638.
(d)(12)	Optional Death Benefit Enhancement Endorsement	Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-65118 and 811-03859, filed on September 28, 2001, Accession No. 0000950148-01-501929.
(d)(13)	Optional Guaranteed Minimum Withdrawal Benefit Endorsement	Incorporated by reference to Post-Effective Amendment No. 4 and Amendment No. 6, File Nos. 333-137895 and 811-03859, filed on February 4, 2008, Accession No. 0000950137-08-001546.
(d)(14)	Optional Death Benefit Endorsement	Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-157199 and 811-03859, filed on April 27, 2009, Accession No. 0000950148-09-000059.

Exhibit Number	Description	Location
(d)(15)	Optional Guaranteed Living Benefit Endorsement	Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-157199 and 811-03859, filed on April 27, 2009, Accession No. 0000950148-09-000059.
(d)(16)	Optional Guaranteed Living Benefit Endorsement	Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-157199 and 811-03859, filed on April 27, 2009, Accession No. 0000950148-09-000059.
(d)(17)	Extended Legacy Program Guide	Incorporated by reference to Post-Effective Amendment No. 17 and Amendment No. 18, File Nos. 333-137867 and 811-03859, filed on April 27, 2011, Accession No. 0000950123-11-040070.
(d)(18)	AGL Optional Guaranteed Living Benefit Extension Data Page Endorsement (ASE-6231E (10/10))	Incorporated by reference to Post-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-185778 and 811-03859, filed on April 29, 2013, Accession No. 0000950123-13-002940.
(d)(19)	Merger Endorsement	Incorporated by reference to Initial Registration Statement, File Nos. 333-185762 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014430.
(d)(20)	AGL Optional Guaranteed Living Benefit Extension Endorsement Data Page (ASE-6231E (8/13))	Incorporated by reference to Post-Effective Amendment No. 3 and Amendment No. 4, File Nos. 333-185778 and 811-03859, filed on April 30, 2014, Accession No. 0000950123-14-004617
(d)(21)	AGL Optional Guaranteed Minimum Withdrawal Benefit Maximum Anniversary Value Extension Endorsement (ASE-6217E (8/13))	Incorporated by reference to Post-Effective Amendment No. 6 and Amendment No. 6, File Nos. 333-185778 and 811-03859, filed on April 29, 2016, Accession No. 0001193125-16-568418.
(d)(22)	AGL Optional Guaranteed Minimum Withdrawal Benefit For Two Lives Extension Endorsement (AGE-6218E (9/15))	Incorporated by reference to Post-Effective Amendment No. 6 and Amendment No. 6, File Nos. 333-185778 and 811-03859, filed on April 29, 2016, Accession No. 0001193125-16-568418.
(d)(23)	AGL Extended Legacy Program Guide (EXTLEGGEN.8 Rev. 7.15)	Incorporated by reference to Post-Effective Amendment No. 7 and Amendment No. 7, File Nos. 333-185762 and 811-03859, filed on April 29, 2016, Accession No. 0001193125-16-568243.
(e)	Application for Contract
(e)(1)	Participant Enrollment Form	Incorporated by reference to Post-Effective Amendment No. 7 and Amendment No. 8, File Nos. 333-25473 and 811-03859, filed on April 1, 1999, Accession No. 0000950148-99-000685.
(e)(2)	Annuity Application	Incorporated by reference to Post-Effective Amendment No. 7 and Amendment No. 8, File Nos. 333-25473 and 811-03859, filed on April 1, 1999, Accession No. 0000950148-99-000685.
(f)	Corporate Documents of Insurance Company
(f)(1)	Articles of Incorporation and all Amendments for American General Life Insurance Company	Incorporated by reference to Initial Registration Statement on Form S-1, filed on February 21, 2024, Accession No. 0001193125-24-040282.
(f)(2)	By-Laws of American General Life Insurance Company, restated as of June 8, 2005	Incorporated by reference to Post-Effective Amendment No. 11 and Amendment No. 46, File Nos. 333-43264 and 811-08561, of American General Life Insurance Company Separate Account VL-R, filed on August 12, 2005, Accession No. 0001193125-05-165474.
(g)	Reinsurance Contract	Not Applicable
(h)	Participation Agreements
(h)(1)	SunAmerica Series Trust Fund Participation Agreement	Filed Herewith
(h)(2)	American Funds Insurance Series Fund Participation Agreement	Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-91860 and 811-03859, filed on October 28, 2002, Accession No. 0000898430-02-003844.
(h)(3)	Lord Abbett Series Fund, Inc. Fund Participation Agreement	Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-91860 and 811-03859, filed on October 28, 2002, Accession No. 0000898430-02-003844.

Exhibit Number	Description	Location
(h)(4)	Van Kampen Life Investment Trust Fund Participation Agreement	Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-66114 and 811-03859, filed on October 25, 2001, Accession No. 0000950148-01-502065.
(h)(5)	Principal Variable Contracts Funds, Inc. Fund Participation Agreement	Incorporated by reference to Post-Effective Amendment No. 27 and Amendment No. 29, File Nos. 333-58234 and 811-03859, filed on December 12, 2006, Accession No. 0000950124-06-007487.
(h)(6)	Franklin Templeton Variable Insurance Products Fund Participation Agreement	Incorporated by reference to Post-Effective Amendment No. 29 and Amendment No. 31, File Nos. 333-58234 and 811-03859, filed on April 30, 2008, Accession No. 0000950148-08-000123.
(h)(7)	Columbia Funds Variable Insurance Trust Fund Participation Agreement	Incorporated by reference to Initial Registration Statement, File Nos. 333-185775 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014433.
(h)(8)	Columbia Funds Variable Insurance Trust I Fund Participation Agreement	Incorporated by reference to Initial Registration Statement, File Nos. 333-185775 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014433.
(h)(9)	AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Fund Participation Agreement	Incorporated by reference to Post-Effective Amendment No. 7 and Amendment No. 8, File Nos. 333-157199 and 811-03859, filed on August 25, 2010, Accession No. 0000950123-10-080861.
(h)(10)	Columbia Funds Variable Series Trust II Fund Participation Agreement	Incorporated by reference to Post-Effective Amendment No. 34 and Amendment No. 36, File Nos. 333-58234 and 811-03859, filed on May 2, 2011, Accession No. 0000950123-11-042326.
(h)(11)	Letters of Consent to the Assignment of the Fund Participation Agreement	Incorporated by reference to Initial Registration Statement, File Nos. 333-185762 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014430.
(h)(12)	Seasons Series Trust Fund Participation Agreement	Filed Herewith
(i)	Administrative Contracts	Not Applicable
(j)	Other Material Contracts
(j)(1)	General Guarantee Agreement by American Home Assurance Company	Incorporated by reference to Post-Effective Amendment No. 19 and Amendment No. 20 to File Nos. 333-65118 and 811-03859, filed on August 12, 2005, Accession No. 0000950129-05-008177.
(j)(2)	Notice of Termination of Guarantee as Published in the Wall Street Journal on November 24, 2006	Incorporated by reference to Post-Effective Amendment No. 27 and Amendment No. 29, File Nos. 333-58234 and 811-03859, filed on December 12, 2006, Accession No. 0000950124-06-007487.
(j)(3)	Notice of Termination of Support Agreement	Incorporated by reference to Post-Effective Amendment No. 17 and Amendment No. 18, File Nos. 333-137867 and 811-03859, filed on April 27, 2011, Accession No. 0000950123-11-040070.
(j)(4)	Amended and Restated Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company	Incorporated by reference to Post-Effective Amendment No. 3 and Amendment No. 3, File Nos. 333-185778 and 811-03859, filed on April 30, 2014, Accession No. 0000950123-14-004617.
(j)(5)	Specimen Agreement and Plan of Merger	Incorporated by reference to Initial Registration Statement, File Nos. 333-185762 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014430.
(j)(6)	CMA Termination Agreement	Incorporated by reference to Post-Effective Amendment No. 3 and Amendment No. 3, File Nos. 333-185838 and 811-03859, filed on April 30, 2015, Accession No. 0001193125-15-161247.
(k)(1)	Opinion and Consent of Counsel	Incorporated by reference to Initial Registration Statement, File Nos. 333-185838 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014521.

Exhibit Number	Description	Location
(k)(2)	Opinion of Counsel and Consent of Sullivan & Cromwell LLP, Counsel to American Home Assurance Company	Incorporated by reference to Post-Effective Amendment No. 18 and Amendment No. 22, File Nos. 333-67685 and 811-07727, filed on October 21, 2005, Accession No. 0000950134-05-019473.
(l)	Consents of Independent Registered Public Accounting Firm	Filed Herewith
(m)	Financial Statements Omitted	None
(n)	Initial Capitalization Agreement	Not Applicable
(o)	Form of Initial Summary Prospectus	Not Applicable
(p)	Power of Attorney
(p)(1)	Power of Attorney — American General Life Insurance Company Directors	Incorporated by reference to Post-Effective Amendment No. 10 to Form N-4, File No. 333-277203, filed on October 24, 2025, Accession No. 0001193125-25-25000.
(p)(2)	Power of Attorney — American Home Assurance Company	Filed Herewith
(q)	Letter Regarding Change in Certifying Accountant	Not Applicable
(r)	Historical Current Limits on Index Gains	Not Applicable

Item 28. Directors and Officers of the Insurance Company

The directors and principal officers of the American General Life Insurance Company are set forth below. The business address of each officer and director is 2727-A Allen Parkway, 3-D1, Houston, TX 77019, unless otherwise noted.

Names, Positions and Offices Held with the Insurance Company
Christopher B. Smith (7)	Director, Chairman of the Board and President
Christopher P. Filiaggi (7)	Director, Senior Vice President and Chief Financial Officer
Jonathan J. Novak (1)	Director, President, Institutional Markets
Bryan A. Pinsky (2)	Director, President, Individual Retirement and Life Insurance
Lisa M. Longino (7)	Director, Executive Vice President and Chief Investment Officer
David Ditillo (5)	Director, Executive Vice President and Chief Information Officer
Emily W. Gingrich (4)	Director, Senior Vice President, Chief Actuary and Corporate Illustration Actuary
Eric G. Tarnow	Director, Senior Vice President, Head of Life Insurance
Terri N. Fiedler (3)	Director
Elizabeth B. Cropper (7)	Executive Vice President and Chief Human Resources Officer
John P. Byrne III (3)	President, Financial Distributor
Steven D. (“Doug”) Caldwell, Jr. (7)	Executive Vice President and Chief Risk Officer
Christina M. Haley (2)	Senior Vice President, Individual Retirement Products
Patricia M. Schwartz (2)	Senior Vice President, Head of Valuation and Financial Reporting, and Appointed Actuary
Sai P. Raman (6)	Senior Vice President, Institutional Markets
Mallary L. Reznik (2)	Senior Vice President, General Counsel and Assistant Secretary
Jeannette N. Pina (7)	Senior Vice President, Corporate Secretary
Jonathan A. Gold (7)	Senior Vice President and Deputy Investment Officer
Brigitte K. Lenz	Vice President and Controller
Jennifer Powell (3)	Vice President and Chief Compliance Officer, and 38a-1 Compliance Officer
Brian O. Moon (7)	Vice President and Treasurer
Mersini G. Keller	Vice President and Tax Officer
Angel R. Ramos	Vice President and Tax Officer
Aimy T. Tran (2)	Vice President, Product Filing
Tyra G. Wheatley	Vice President, Product Filing
Korey L. Dalton	Vice President

Names, Positions and Offices Held with the Insurance Company
Christopher J. Hobson (2)	Vice President
Jennifer N. Miller	Vice President
Marjorie D. Brothers (3)	Assistant Secretary
Alison Chen (1)	Assistant Secretary
William Langston (7)	Assistant Secretary
Angela G. Bates (4)	Anti-Money Laundering and Economic Sanctions Compliance Officer
Joey D. Zhou (3)	Illustration Actuary
Michael F. Mulligan (1)	Head of International Pension Risk Transfer
Ethan D. Bronsnick (7)	Head of U.S. Pension Risk Transfer and Head of Structured Settlements
Aileen V. Apuy	Manager, State Filings
Connie C. Merer (1)	Assistant Manager, State Filings
Melissa H. Cozart (3)	Privacy Officer
Thomas Bartolomeo	Chief Information Security Officer

(1)

10880 Wilshire Boulevard, Suite 1101, Los Angeles, CA 90024

(2)

21650 Oxnard Street, Suite 750, Woodland Hills, CA 91367

(3)

2919 Allen Parkway, Houston, TX 77019

(4)

1133 Avenue of the Americas, 33rd Floor, New York, NY 10036

(5)

3211 Shannon Road, Durham, NC 27707

(6)

401 Merritt 7, Norwalk, CT 06851

(7)

30 Hudson Street, Jersey City, NJ 07302

Item 29. Persons Controlled By or Under Common Control with the Insurance Company or the Registered Separate Account

The Registered Separate Account is a separate account of American General Life Insurance Company (“Insurance Company”). The Insurance Company is an indirect, wholly owned subsidiary of Corebridge Financial, Inc. (“Corebridge”). An organizational chart for Corebridge can be found as Exhibit 21 in Corebridge’s Form 10-K, SEC File No. 001-41504, Accession No. 0001889539-26-000022, filed on February 11, 2026. Exhibit 21 is incorporated herein by reference.

Item 30. Indemnification

Insofar as indemnification for liability arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers and controlling persons of the Registered Separate Account pursuant to the foregoing provisions, or otherwise, the Registered Separate Account has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registered Separate Account of expenses incurred or paid by a director, officer or controlling person of the Registered Separate Account in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registered Separate Account will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

American General Life Insurance Company

To the full extent authorized by law, AGL shall indemnify any person made, or threatened to be made, a party to an action or proceeding, whether criminal or civil, by reason of the fact that he, his testator or intestate is or was a director or officer of the corporation or serves or served in any capacity in any other corporation at the request of AGL. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

Item 31. Principal Underwriter

(a) Corebridge Capital Services, Inc. acts as distributor for the following investment companies:

American General Life Insurance Company

Variable Separate Account

Variable Annuity Account Five

Variable Annuity Account Seven

Variable Annuity Account Nine

AG Separate Account D

AGL Separate Account I of AGL

AGL Separate Account VL-R

The United States Life Insurance Company in the City of New York

FS Variable Separate Account

FS Variable Annuity Account Five

USL Separate Account VL-R

USL Separate Account USL A

USL Separate Account RS

The Variable Annuity Life Insurance Company

Variable Annuity Life Insurance Co Separate Account A

VALIC Company I

(b) Directors, Officers and principal place of business:

Officer/Directors*	Position
Christina Nasta	Director, Chairman of the Board, President and Chief Executive Officer
John P. Byrne III (1)	Director
Nicholas G. Intrieri	Director
Ryan Tapak	Director
Eric Taylor	Director
Cynthia L. Burnette (1)	Vice President, Chief Financial Officer, Chief Operations Officer, Treasurer and Controller
Michael Fortey (1)	Chief Compliance Officer
Jeannette N. Pina	Senior Vice President and Corporate Secretary
Mersini G. Keller	Vice President, Tax Officer
Anish Cheeran (1)	Vice President, Tax Officer
Angel Ramos (1)	Vice President, Tax Officer
Katarzyna Halasiewicz(1)	Vice President, Tax Officer
Mallary L. Reznik (2)	Vice President
Marjorie Brothers (1)	Assistant Secretary
Allison Chen (2)	Assistant Secretary
William Langston	Assistant Secretary

Unless otherwise indicated, the principal business address of Corebridge Capital Services, Inc. and of each of the above individuals is 30 Hudson Street, 16th Floor, Jersey City, NJ 07302.

(1) Principal business address 2919 Allen Parkway, Houston, TX 77019

(2) Principal business address 21650 Oxnard Street, Suite 750, Woodland Hills, CA 91367-4997

Item 32. Location of Accounts and Records

All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-1 through 31a-3 thereunder, are maintained and in the custody of American General Life Insurance Company at its principal executive office located at 2727-A Allen Parkway, Houston, Texas 77019-2191 or at American General Life Insurance Company’s Annuity Service Center located at P.O. Box 15570, Amarillo, Texas 79105-5570.

Item 33. Management Services

Not Applicable.

Item 34. Fee Representation and Other Representations

Fee Representation

Insurance Company represents that the fees and charges to be deducted under the Contracts described in the prospectus contained in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Insurance Company in accordance with Section 26(f)(2)(A) of the Investment Company Act of 1940.

Other Representations

The Registered Separate Account hereby represents that it is relying on the No-Action Letter issued by the Division of Investment Management to the American Council of Life Insurance dated November 28, 1988 (Commission Ref. No. IP-6-88). Registered Separate Account has complied with conditions one through four on the No-Action Letter.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Variable Separate Account, certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Jersey City, and State of New Jersey on this 27th day of April, 2026.

Variable Separate Account

(Registered Separate Account)

BY: AMERICAN GENERAL LIFE INSURANCE COMPANY
(On behalf of the Registered Separate Account and itself)

BY: * CHRISTOPHER P. FILIAGGI

CHRISTOPHER P. FILIAGGI
DIRECTOR, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*CHRISTOPHER B. SMITH CHRISTOPHER B. SMITH	Director, Chairman of the Board and President (Principal Executive Officer)	April 27, 2026

*CHRISTOPHER P. FILIAGGI CHRISTOPHER P. FILIAGGI	Director, Senior Vice President, and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)	April 27, 2026

*TERRI N. FIEDLER TERRI N. FIEDLER	Director	April 27, 2026

*EMILY W. GINGRICH EMILY W. GINGRICH	Director	April 27, 2026

*LISA M. LONGINO LISA M. LONGINO	Director	April 27, 2026

*JONATHAN J. NOVAK JONATHAN J. NOVAK	Director	April 27, 2026

*BRYAN A. PINSKY BRYAN A. PINSKY	Director	April 27, 2026

*ERIC G. TARNOW ERIC G. TARNOW	Director	April 27, 2026

*BY: /s/ TRINA SANDOVAL TRINA SANDOVAL Attorney-in-Fact pursuant to Powers of Attorney filed previously and/or herewith.		April 27, 2026

SIGNATURES

American Home Assurance Company has caused this amended registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Wilton, and State of Connecticut on the 27th day of April, 2026.

AMERICAN HOME ASSURANCE COMPANY
(Guarantor)

BY: /s/ BRIAN RUCKER

BRIAN RUCKER
SENIOR VICE PRESIDENT AND STATUTORY CONTROLLER

This amended registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*BARBARA LUCK BARBARA LUCK	Director, President, Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)	April 27, 2026

*SHELLEY SINGH SHELLEY SINGH	Director, Chief Financial Officer and Senior Vice President (Principal Financial Officer)	April 27, 2026

*ALLISON COOPER ALLISON COOPER	Director	April 27, 2026

*MOHAMMAD ABU TURAB HUSSAIN MOHAMMAD ABU TURAB HUSSAIN	Director	April 27, 2026

*JOHN F. KLAUS JOHN F. KLAUS	Director	April 27, 2026

*DARREN MEYLER DARREN MEYLER	Director	April 27, 2026

*KEITH WALSH KEITH WALSH	Director	April 27, 2026

*BY: /s/ BRIAN RUCKER BRIAN RUCKER Attorney-in-Fact (Exhibit to the Registration Statement)		April 27, 2026

EX-99.(H)(1) 2 d19996dex99h1.htm SUNAMERICAN SERIES TRUST FUND PARTICIPATION AGREEMENT SunAmerican Series Trust Fund Participation Agreement

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT (the “Agreement”), made and entered into January 1, 2026 (the “Effective Date”) by and among American General Life Insurance Company, organized under the laws of the state of Texas (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the “Account” and collectively as the “Accounts”); SunAmerica Series Trust, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts under a Declaration of Trust dated September 11, 1992, as amended and restated to date (the “Fund”); and SunAmerica Asset Management, LLC, a limited liability company organized under the laws of Delaware and investment adviser to the Fund (the “Adviser”).

WHEREAS, the Fund engages in business as an open-end management investment company; and

WHEREAS, beneficial interests in the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (the “Portfolios”) and such shares are issued to separate accounts of insurance companies to fund variable insurance products and certain qualified pension and retirement plans; and

WHEREAS, the Company, as depositor, has established the Accounts to serve as investment vehicles for certain variable annuity contracts and variable life insurance policies offered by the Company set forth on Schedule A (the “Contracts”); and

WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolutions of the Board of Directors of the Company under the insurance laws of the state of Texas, to set aside and invest assets attributable to the Contracts; and

WHEREAS, the Company intends to purchase shares of the Portfolios named in Schedule B, as such schedule may be amended from time to time (the “Designated Portfolios”) on behalf of the Accounts to fund the Contracts; and

WHEREAS, an order of the Securities and Exchange Commission (the “Commission” or “SEC”) dated November 5, 2014, (File No. 812-14226) grants certain separate accounts supporting variable life insurance policies, their life insurance company depositors, and their principal underwriters, exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the Investment Company Act of 1940 (the “1940 Act”), and from Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary for such separate accounts to purchase and hold Fund shares at the same time that such shares are sold to or held by separate accounts of affiliated and unaffiliated insurance companies supporting either variable annuity contracts or variable life insurance policies, or both, the investment adviser or sub-advisers to a Fund, any general account of an insurance company depositor of such separate accounts (representing seed money investments in the Fund), and/or by qualified pension and retirement plans (the “SEC Order”); and

WHEREAS, the Fund’s principal underwriter (“Distributor”) is a broker-dealer registered as such under the Securities Exchange Act of 1934 (“1934 Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”).

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Adviser hereby agree as follows:

ARTICLE I: SALE OF FUND SHARES

1.1 The Fund agrees to sell to the Company those shares of the Designated Portfolios which each Account orders (based on orders placed by Contract owners on that Business Day, as defined below), executing such orders on a daily basis at the net asset value (and with no sales charges) next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company will be the designee of the Fund for receipt of such orders from each Account and receipt by such designee will constitute receipt by the Fund; provided that the Fund receives notice of such order by 11:00 a.m. Eastern Time on the next following Business Day or such later time as permitted by Section 1.8 hereof. “Business Day” will mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission.

1.2 The Fund agrees to redeem for cash, upon the Company’s request, any full or fractional shares of the Fund held by the Company (based on orders placed by Contract owners on that Business Day), executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption. For purposes of this Section 1.2, the Company will be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee will constitute receipt by the Fund; provided the Fund receives notice of such requests for redemption by 11:00 a.m. Eastern Time on the next following Business Day or such later time as permitted by Section 1.8 hereof. After consulting with the Company, the Fund reserves the right to delay payment of redemption proceeds, but in no event may any such delay by the Fund in paying redemption proceeds cause Company or any Account to fail to meet its obligations under Section 22(e) of the 1940 Act.

1.3(a) Fund/SERV Transactions. If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply:

The Company and the Fund or their respective designees will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or their respective designees with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”).

Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party.

On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company in good form on each Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by the NSCC, the net aggregate purchase or redemption orders (if any) for each Account received by the Closing Time on such Business Day in accordance with Section 1.1 (for net purchases) or Section 1.2 (for net redemptions), as applicable. All orders received by the Company after the Closing Time on a Business Day shall not be transmitted to the NSCC prior to the following Business Day. The

Company will wire payment for net purchase orders in immediately available funds, to an NSCC settling bank account designated by the Fund, in accordance with NSCC rules and procedures on the Business Day following the Business Day on which such purchase orders are communicated in proper form to the NSCC. The Fund will wire payment for net redemption orders in immediately available funds, to an NSCC settling bank account designated by the Company, in accordance with NSCC rules and procedures no later than on the Business Day following the Business Day on which such purchase orders are communicated in proper form to the NSCC.

(b) Manual Transactions. If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, the following provisions shall apply:

On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company in good form on such Business Day. The Company will place separate orders to purchase or redeem shares of each Designated Portfolio. Each order shall describe the net amount of shares and dollar amount of each Designated Portfolio to be purchased or redeemed. In the event of net purchases, the Company shall pay for net purchase orders by wiring federal funds to Fund or its designated custodial account (by 2:00 pm EST) on the next Business Day after an order to purchase Designated Portfolio shares is made in accordance with the provisions of Section 1.1 hereof (or such later time as permitted by Section 1.8 hereof). Upon receipt by the Fund of the payment, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. In the event of net redemptions, the Fund shall pay the net redemption proceeds by wiring federal funds to the Company or its designated custodial account (by 2:00 pm EST) on the next Business Day after an order to redeem a Designated Portfolio’s shares is made in accordance with the provision of Section 1.2 hereof. Upon receipt by the Company of the payment, such funds shall cease to be the responsibility of the Fund and shall become the responsibility of the Company.

1.4 The Fund agrees to make shares of the Designated Portfolios available continuously for purchase at the applicable net asset value per share by the Company on behalf of the Accounts on those days on which the Fund calculates its Designated Portfolio net asset value pursuant to rules of the Commission and the Fund shall calculate such net asset value on each day which the NYSE is open for regular trading; provided, however, that the Board of Directors of the Fund (the “Fund Board”) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

1.5 The Company agrees to purchase and redeem the shares of the Designated Portfolios offered by the then current prospectus and statement of additional information of the Fund in accordance with the provisions of such prospectus and statement of additional information to the extent not inconsistent with the terms and conditions of this Agreement.

1.6 Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or to any Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Account or the appropriate sub-account of each Account.

1.7 The Fund will furnish same day notice to the Company of the declaration of any income, dividends or capital gain distributions payable on each Designated Portfolio’s shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in the form of additional

shares of that Portfolio at the ex-dividend date net asset values. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. The Fund will notify the Company of the number of shares so issued as payment of such income, dividends and distributions.

1.8 The Fund will make the net asset value per share for each Designated Portfolio available to the Company via electronic means on each Business Day as soon as reasonably practical after the net asset value per share is calculated and will use its best efforts to make such net asset value per share available by 7:00 p.m., Eastern Time, each Business Day. In the event that the Fund is unable to meet the 7:00 p.m. time stated herein, it shall provide additional time for the Company to place orders for the purchase and redemption of Fund shares and wire net payments for the purchase of Fund shares. Such additional time shall be equal to the additional time which the Fund takes to make the net asset value available to the Company. If the Fund provides the Company materially incorrect net asset value per share information (as determined under SEC guidelines), the Fund shall make an adjustment to the number of shares purchased or redeemed for the Accounts to reflect the correct net asset value per share, and the Adviser shall bear the cost of correcting such errors and shall reimburse the Company for any expenses incurred related to correction of the net asset value (including correcting Contract owner accounts). Any material error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported to the Company upon discovery by the Fund. Upon timely notification of any overpayment by the Fund to a Contract owner due to a materially incorrect net asset value calculation (as determined by SEC guidelines), the Company shall reasonably cooperate with the Fund and Adviser to remit back to the Fund any such overpayment that has not been paid or credited to the Contract owner, subject to the Adviser’s obligation to reimburse the Company for any reasonable costs and expenses associated with such correction.

ARTICLE II: REPRESENTATIONS AND WARRANTIES

2.1 The Company represents and warrants that interests under the Contracts are or will be registered under the Securities Act of 1933 (the “1933 Act”), or are exempt from registration thereunder, and that the Contracts will be issued and sold and distributed in compliance with all applicable federal and state laws. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account as a separate account under applicable law and that each Account is or will be registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or is exempt from registration thereunder, and that it will maintain such registration for so long as any Contracts are outstanding, as applicable. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

2.2 Subject to compliance by each Designated Portfolio with the requirements of Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as amended (“Code”), the regulations thereunder, or any successor provision, the Company represents and warrants that the Contracts are currently and at the time of issuance will be treated as life insurance, or annuity contracts under applicable provisions of the Code, that it will maintain such treatment and that it will notify the Fund immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

2.3 The Company is, and shall carry out its activities under this Agreement, in compliance with all applicable anti-money laundering laws, rules and regulations including, but not limited to, the U.S.A. PATRIOT Act of 2001, P.L. 107-56. The Company further represents that it has policies and procedures in place reasonably designed to detect money laundering and terrorist financing, including the reporting of suspicious activity.

2.4 The Fund and Adviser each represents and warrants that shares of the Designated Portfolio(s) sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered as an open-end management investment company under the 1940 Act for as long as such shares of the Designated Portfolio(s) are sold. The Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund will register and qualify the shares of the Designated Portfolio(s) for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund.

2.5 The Fund currently intends for one or more classes of shares of the Portfolios (each, a “Class”) to make payments pursuant to a plan (“Plan”) adopted pursuant to Rule 12b-1 under the 1940 Act, although it may determine to discontinue such practice in the future. To the extent that any Class of the Fund finances its distribution expenses pursuant to a Plan adopted under Rule 12b-1, the Fund undertakes to comply, in all material respects, with any then current SEC interpretations concerning Rule 12b-1 or any successor provisions.

2.6 The Fund and Adviser represent and warrant that the Fund is lawfully organized and validly existing under the laws of the State of Massachusetts and that the Fund does and will comply in all material respects with applicable provisions of the 1940 Act and any applicable regulations thereunder. The Fund and Adviser represent and warrant that the Fund’s operations, and that of each Designated Portfolio, does and will comply with applicable federal and state law.

2.7 The Fund and Adviser represent and warrant that all of the Fund’s directors, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

2.8 The Fund is, and shall carry out its activities under this Agreement, in compliance with all applicable anti-money laundering laws, rules and regulations including, but not limited to, the U.S.A. PATRIOT Act of 2001, P.L. 107-56. The Fund further represents that it has policies and procedures in place reasonably designed to detect money laundering and terrorist financing, including the reporting of suspicious activity.

2.9 The Adviser represents and warrants that it is lawfully organized and validly existing under the laws of its state of organization; it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws; and that it will perform its obligations for the Fund in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.

2.10 The Fund represents and warrants that the Distributor is lawfully organized and validly existing under the laws of its state of organization; it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and will remain duly registered under all applicable federal and state securities laws, and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and serves as principal underwriter of the Fund and that it will perform its obligations for the Fund in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.

ARTICLE III: FUND COMPLIANCE

3.1 The Fund and Adviser represent and warrant that each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that they will maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

3.2 The Fund and the Adviser acknowledge that the Fund has obtained the SEC Order granting exemptions from various provisions of the 1940 Act and the rules thereunder to separate accounts supporting variable life insurance policies to the extent necessary to permit them to hold Fund shares when Fund shares also are sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated insurance companies supporting either variable annuity contracts or variable life insurance policies, or both, investment adviser or sub-advisers, or by qualified pension and retirement plans.

3.3 The Fund and Adviser acknowledge that currently or in the future, the Fund’s shares may become available for investment by separate accounts for other insurance companies, which may or may not be affiliated persons (as that term is defined in the 1940 Act) of the Company (collectively with the Company, “Participating Insurers”). In such event, (a) the Fund shall undertake that its Board of Trustees (“Board”) will monitor the Fund for existence of material irreconcilable conflicts that may arise between the contract owners of Participating Insurers, for the purpose of identify and remedying any such conflict and (b) Sections 3.4, 3.5, and 3.6 shall apply. In discharging its responsibilities under Sections 3.4, 3.5, and 3.6 hereinafter, the Company will cooperate and coordinate, to the extent necessary, with the Board and with other Participating Insurers. The Fund agrees that it will require, as a condition to participation, that all Participating Insurers shall have obligations and responsibilities regarding conflicts of interest corresponding to those that are agreed to herein by the Company pursuant to Sections 3.4, 3.5, 3.6 and this Section 3.3.

3.4 Upon request by the Fund’s Board, the Company will report any potential or existing conflicts of which it is or becomes aware between any of its Contract owners or between any of its Contract owners and contract owners of other Participating Insurers. The Company will be responsible for assisting the Fund’s Board in carrying out its responsibilities to identify material conflicts by providing the Board with all information available to it that is reasonably necessary for the Board to consider any issues raised, including information as to a decision by the Company to disregard voting instructions of its Contract owners.

3.5 The Board’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly by it to the Company and other Participating Insurers. An irreconcilable material conflict may arise of a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance tax, or securities laws or regulations, or a public ruling, private letter ruling, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners or by contract owners of different Participating Insurers; or (f) a decision by a Participating Insurer to disregard the voting instructions of variable contract owners.

3.6 If it is determined by a majority of the Board or a majority of its disinterested Trustees that a material irreconcilable conflict exists that affects the interests of the Company Contract owners, the Company shall, in cooperation with other Participating Insurers whose contract owners’ interests are also affected by the conflict, take whatever steps are necessary to remedy or eliminate the irreconcilable material-conflict, which

steps could include: (a) withdrawing the assets allocable to the separate accounts named in Schedule A from the Fund or any portfolio and reinvesting such assets in a different investment medium, including another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any particular group (e.g., annuity contract owners or life insurance contract owners) that votes in favor of such segregation, or offering to the affected contract owners of the option of making such a change; and (b) establishing a new registered management investment company or managed separate account. The Company shall take such steps at its expense if the conflict affects solely the interests of the owners of the Company Contracts, but shall bear only its equitable portion of any such expense if the conflict also affects the interest of the contract owners of one or more Participating Insurers other than the Company, provided, that this sentence shall not be construed to require the Fund to bear any portion of such expense. If a material irreconcilable conflict arises because of the Company’s decision to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at Fund’s election, to withdraw the separate accounts named in Schedule A invested in the Fund, and no charge or penalty will be imposed against the separate accounts named in Schedule A as a result of such a withdrawal. The Company agrees to take such remedial action as may be required under this Section 3.6 with a view only to the interests of its Contract owners. For purposes of this Section 3.6, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable conflict, but in no event will Fund be required to establish a new funding medium for any variable contracts. The Company shall not be required by this Section 3.6 to establish a new funding medium for any variable contract if an offer to do so has been declined by vote of a majority of affected contract owners.

3.7 The Trust and Adviser represent and warrant that each Designated Portfolio is currently, or, if newly organized, will be, qualified as a regulated investment company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provision) and that no other Participating Insurance Companies will purchase shares in any Designated Portfolio for any purpose or under any circumstances that would preclude the Company from “looking through” to the investments of each Designated Portfolio in which it invests, pursuant to the “look through” rules found in Treasury Regulation Section 1.817-5. The Trust, its designee, or the Adviser will notify the Company immediately upon having a reasonable basis for believing that any Designated Portfolio has ceased to so qualify, or that any might not so qualify in the future, within the grace periods afforded by the Code or regulations (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting the Code or the regulations).

The Trust and Adviser represent and warrant that for each quarter each Designated Portfolio does and will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder; including, but not limited to, that the Trust will at all times comply with the diversification requirements of Section 817(h) of the Code and any regulations thereunder applicable to variable contracts as defined in Section 817(d) of the Code and any amendments or other modifications or successor provisions to such Sections or regulations (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting those Sections or regulations), as if those requirements applied directly to each such Portfolio. The Trust will notify the Company immediately upon having a reasonable basis for believing that the Trust or a Portfolio thereunder has ceased to comply with the diversification requirements or that the Trust or Portfolio might not comply with the diversification requirements in the future. In the event of a breach of this representation and warranty the Trust will take all reasonable steps to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5.

3.8 The Fund and Adviser represent and warrant that the Fund is and shall maintain compliance with Rule

38a-1 under the 1940 Act and Adviser represents and warrants that the Adviser is and shall maintain compliance with Rule 206(4)-7 under the Advisers Act.

ARTICLE IV: PROSPECTUS AND PROXY STATEMENTS/VOTING

4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund will timely provide the Company with as many copies of the current Fund prospectus and statement of additional information (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s).

4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 applicable to its Designated Portfolios.

4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498.

4.4 The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses.

4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials”) which may include, among other things:

(a)

Current Annual and Semi-Annual Reports to Shareholders (i.e., Tailored Shareholder Reports);

(b)

Current Annual and Semi-Annual Financial Statements; and

(c)

Portfolio Holdings for Most Recent First and Third Fiscal Quarters.

4.6 The Fund shall host and maintain the website specified in paragraph (b)(2)(i) of Rule 30e-1, so that the relevant Required Materials are publicly accessible, free of charge, at that website, in accordance with the conditions set forth in that paragraph.

4.7 The Fund shall be responsible for the content and substance of the Required Materials as provided to the Company, including, but not limited to, the accuracy and completeness of the Required Materials. Without limiting the generality of the foregoing in any manner, the Fund shall be responsible for ensuring that the Required Materials as provided to the Company:

(a)

Meet the applicable standards of the 1933 Act, the 1934 Act, the 1940 Act, and all rules and regulations under those Acts; and

(b)

Do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

4.8 The Fund, or its designee, shall, at its expense, as the Company may reasonably request from time to time, provide the Company with sufficient paper copies of the then current Required Materials, so that the Company may maintain a supply of such current paper documents sufficient in its reasonable judgment to meet anticipated requests from Contract owners pursuant to Rule 30e-1. Such Company requests shall be fulfilled reasonably promptly, but in no event more than seven (7) business days after the request from the Company is received by the Fund.

4.9 Alternatively, if requested by the Company in lieu thereof, the Fund or its designee shall provide such electronic or other documentation (including “camera ready” copies of the current Required Materials as set in type), and such other assistance as is reasonably necessary to have the then current Required Materials printed for distribution (pursuant to requests from Contract owners; see paragraph (b)(3) of Rule 30e-1, as applicable); the reasonable costs of providing the electronic documentation and of such printing to be borne by the Fund.

4.10 The Fund shall be responsible for preparing and providing the following “Fund Documents,” as specified in paragraph (j)(1)(iii) of Rule 498A:

(a)

Summary Prospectus for the Designated Portfolios;

(b)

Statutory Prospectus for the Designated Portfolios;

(c)

Statement of Additional Information (“SAI”) for the Designated Portfolios; and

(d)

Most Recent Annual and Semi-Annual Reports to Shareholders (under Rule 30e-1 under the 1940 Act) for the Designated Portfolios.

4.11 The Fund shall provide the Fund Documents specified in Sections 4.10(a), (b), and (c) above to the Company (or its designee) on a timely basis (to facilitate the required website posting) and provide updated versions as necessary, to facilitate a continuous offering of the Fund’s securities and the Contracts. The Fund shall provide the Shareholder Reports specified in Section 4.10(d) above within 60 days after the close of each of the Fund’s reporting periods (in accordance with Rule 30e-1 under the 1940 Act).

4.12 The Fund shall provide the Fund Documents to the Company (or its designee) in an electronic format that is suitable for website posting, and in a format, or formats, that:

(a)

are both human-readable and capable of being printed on paper in human-readable format (in accordance with paragraph (h)(2)(i) of Rule 498A);

(b)

permit persons accessing the Statutory Prospectus and SAI to move directly back and forth between each section heading in a table of contents of such document and the section of the document referenced in that section heading (that is, these documents must include linking, in accordance with paragraph (h)(2)(ii) of Rule 498A); and

(c)

permit persons accessing the Fund Documents to permanently retain, free of charge, an electronic version of such materials that meet the requirements of subsections (a) and (b) above (in accordance with paragraph (h)(3) of Rule 498A).

4.13 The Company shall host and maintain the website specified in paragraph (j)(1)(iii) of Rule 498A, so that the Fund Documents are publicly accessible, free of charge, at that website, in accordance with the conditions set forth in that paragraph, provided that the Fund fulfills its obligations under this Agreement. The Fund shall pay the Company a reasonable fee as compensation for the Company hosting the website specified in (j)(1)(iii) of Rule 498A. As of the Effective Date, the Fund and/or the Advisor shall pay the Company quarterly 50% of the Company’s hosting fees paid under the Company’s website hosting service provider agreement to host the website specified in paragraph (j)(1)(iii) of Rule 498A.

Within six (6) months from the Effective Date, the Company and the Adviser shall collaborate in good faith to determine whether an alternative solution to the website specified in paragraph (j)(1)(iii) of Rule 498A is feasible. If the parties mutually agree that an alternative solution is feasible and cost effective, they shall: (i) equally share the costs of implementation; (ii) equally share any cost savings resulting from such implementation; and (iii) negotiate in good faith appropriate terms regarding the Company’s customer experience standards and indemnification requirements.

4.14 The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. The Fund shall ensure that a summary prospectus is used for the Designated Portfolios, in accordance with paragraph (j)(1)(ii) of Rule 498A.

4.15 The Fund shall be responsible for the content and substance of the Fund Documents as provided to the Company, including, but not limited to, the accuracy and completeness of the Fund Documents. Without limiting the generality of the foregoing in any manner, the Fund shall be responsible for ensuring that the Fund Documents as provided to the Company:

(a)

Meet the applicable standards of the 1933 Act, the 1934 Act, the 1940 Act, and all rules and regulations under those Acts; and

(b)

4.16 The Fund shall, at its expense, as the Company may reasonably request from time to time, provide the Company with sufficient paper copies of the then current Fund Documents, so that the Company may maintain a supply of such current paper documents sufficient in its reasonable judgment to meet anticipated requests from existing Contract owners (see paragraphs (i)(1) and (j)(3) of Rule 498A). Such Company requests shall be fulfilled reasonably promptly, but in no event more than three (3) business days after the request from the Company is received by the Fund.

(a)

Alternatively, if requested by the Company in lieu thereof, the Fund or its designee shall provide such electronic or other documentation (including “camera ready” copies of the current Fund Documents as set in type), and such other assistance as is reasonably necessary to have the then current Fund Documents printed for distribution; the reasonable costs of providing the electronic documentation and of such printing and mailing to be borne by the Fund with respect to existing Contract owners only.

(b)

The Fund shall reimburse the Company for the reasonable costs of printing and mailing the Fund Documents to existing Contract owners.

The Company shall bear any costs associated with the printing and mailing of Fund Documents to prospective Contract owners.

4.17 The Fund shall provide such data regarding each Designated Portfolio’s expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Contracts. Without limiting the generality of the foregoing, the Fund shall provide the following Fund expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statements for the Contracts (and as otherwise reasonably requested by the Company), but in no event later than eighty (80) calendar days after the close of each Designated Portfolio’s fiscal year:

(a)

the gross “Annual Fund Company Expenses” for each Designated Portfolio calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements; and

(b)

the net “Annual Fund Company Expenses” (aka “Total Annual Fund Operating Expenses”) for each Designated Portfolio calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements, and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Fund; and

(c)

the “Average Annual Total Returns” for each Designated Portfolio (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10-year periods).

4.18 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners, and will bill the Fund for the reasonable cost of such distribution.

4.19 If and to the extent required by law, the Company will:

(a) solicit voting instructions from Contract owners;

(b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and

(c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company’s Contract owners,

so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that the Accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements.

4.20 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1940 Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE V: SALES MATERIAL AND INFORMATION

5.1 The Company will furnish, or will cause to be furnished, to the Fund or the Adviser, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten (10) Business Days prior to its use. No such material will be used if the Fund or the Adviser reasonably objects to such use within five (5) Business Days after receipt of such material.

5.2 The Company will not give any information or make any representations or statements on behalf of the Fund, Adviser, or Distributor, or concerning the Fund, Adviser, or Distributor, in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for Fund shares, as such registration statement, prospectus and SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser or their designees for distribution, or in sales literature or other material provided by the Fund or by the Adviser, except with permission of the Fund or the Adviser or their designees. The Fund and the Adviser agree to respond to any request for approval on a prompt and timely basis.

5.3 The Fund or the Adviser will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company or its designee reasonably objects to such use within five (5) Business Days after receipt of such material.

5.4 The Fund and the Adviser will not give any information or make any representations or statements on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or SAI for the Contracts, as such registration statement, prospectus and SAI may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by the Company, except with written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.

5.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within a reasonable time after filing of each such document with the Commission or FINRA.

5.6 The Company will provide to the Fund at least one complete copy of all definitive prospectuses, definitive SAI, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, within a reasonable time after filing of each such document with the

Commission or FINRA (except that with respect to post-effective amendments to such prospectuses and SAIs and sales literature and promotional material, only those prospectuses and SAIs and sales literature and promotional material that relate to or refer to the Fund will be provided.) In addition, the Company will provide to the Fund at least one complete copy of (i) a registration statement that relates to the Contracts or each Account, containing representative and relevant disclosure concerning the Fund; and (ii) any post-effective amendments to any registration statements relating to the Contracts or such Account that refer to or relate to the Fund.

5.7 The Fund and Adviser will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any material change resulting in a material change to the registration statement or prospectus or statement of additional information for any Account. The Fund and Adviser will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement, in an orderly manner. The Fund and Adviser will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.

5.8 For purposes of this Article V, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (i.e., on-line networks such as the Internet or other electronic messages)), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, SAIs, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act or the 1940 Act.

5.9 The Fund, the Adviser and the Company agree to adopt and implement procedures reasonably designed to ensure that information concerning the Company, the Fund, the Adviser or the Distributor, respectively, and their respective affiliated companies, that is intended for use only by brokers or agents selling the Contracts is properly marked as “Not For Use With The Public” and that such information is only so used.

ARTICLES VI: FEES, COSTS AND EXPENSES

6.1 The Fund will pay no fee or other compensation to the Company under this Agreement, except as provided below: (a) if the Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and shareholder servicing expenses, then, subject to obtaining any required exemptive orders or other regulatory approvals, the Fund may make payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Fund in writing; (b) the Fund may pay fees to the Company for administrative services provided to Contract owners that are not primarily intended to result in the sale of shares of the Designated Portfolio or of underlying Contracts as separately agreed to in writing.

6.2 The Fund shall bear its expenses relating to the Fund’s performance of its obligations under this Agreement to the extent permitted by law, except as expressly provided otherwise herein. The Company shall bear its expenses relating to the performance of the Company’s obligations under this Agreement to the extent permitted by law, except as expressly provided otherwise herein. All shares of the Designated Portfolios will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Fund, in accordance with applicable state law, prior to sale.

ARTICLE VII: RULE 22c-2 AGREEMENT

7.1 Definitions. As used in this section of the Agreement relating to Rule 22c-2 under the 1940 Act (the “Rule”), the following terms shall have the following meanings, unless a different meaning is clearly required by the contexts:

(a)

The term “Fund” does not include any “excepted funds” as defined in the Rule, which includes any: (i) money market fund; (ii) fund that issues securities that are listed on a national exchange; or (iii) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund. The term “Fund” shall also include the Fund’s designee (i.e., principal underwriter or transfer agent).

(b)

The term “Fund Policies” means policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Designated Portfolio resulting from short-term trading, as described in the applicable Designated Portfolio’s current prospectus.

(c)

The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by a Designated Portfolio under the 1940 Act that are held through Accounts established by the Company.

(d)

The term “Shareholders” shall mean those contract or policy owners of the Company that hold an interest in a Designated Portfolio, directly or indirectly through Contracts issued by the Company on behalf of the Accounts.

(e)

The term “Shareholder-Initiated Transfer Purchase” means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Designated Portfolio, but does not include the following: (i) transactions that are executed automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Designated Portfolio as a result of “dollar cost averaging” programs, asset allocation programs or any other automatic rebalancing programs; (ii) required transactions pursuant to a Contract living or death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death or living benefit; (iv) transactions that are executed as a result of allocation of assets to a Designated Portfolio through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.

(f)

The term “Shareholder-Initiated Transfer Redemption” means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Designated Portfolio, but does not include the following: (i) transactions that are executed automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Designated Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, asset allocation programs and automatic rebalancing programs; (ii) transactions that are executed as a result of any deduction of charges or fees under a Contract; (iii) transactions within a Contract out of a Designated Portfolio as a result of scheduled withdrawals or surrenders from a Contract; (iv) transactions

that are executed as a result of payment of a death benefit from a Contract; or (v) transactions that are executed as a result of minimum distributions required by applicable federal tax law.

(g)

The term “written” includes electronic and facsimile writings and transmissions and such other means as the Parties may agree from time-to-time.

7.2. Agreement to Provide Information. Company agrees to provide the Fund the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”) or other government-issued identifier, (or an equivalent identifying number), of any or all Shareholder(s) of the Account, and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an Account maintained by the Company (“Transaction Information”). It is understood that Company intends to provide the Transaction Information regarding each Designated Portfolio daily, but the Fund may, from time to time, make a written request (“Request”) regarding a specific Designated Portfolio or for a specific period in accordance with this Agreement.

Unless otherwise specifically requested by the Fund, Company shall only be required to provide information relating to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions.

7.3 Period Covered by Request. Any Request must set forth a specific period for which the Transaction Information is being sought (the “Covered Period”), but the Covered Period shall not include any day that is earlier than 90 days prior to the day Company received the Request. The Fund may request Transaction Information older than 90 days from the date of the Request as it deems necessary to investigate compliance with Fund Policies.

7.4 Form and Timing of Response/Indirect Intermediaries. Requests must be in “Good Form.” Good Form means the Request (i) is made using the “Request for Information” form attached as Exhibit A, (ii) includes all the information required by the form, except as noted therein; (iii) is signed by a duly authorized officer of the Fund; and (iv) is received by Company.

Company agrees to transmit the Transaction Information on its books and records to the Fund promptly, but in any event not later than five (5) business days, or as otherwise agreed to by the Parties, after receipt of a Request. The format for the Transaction Information provided to the Fund (either daily or as part of a Request) shall be via file transfer protocol (FTP) formal or other agreed upon method.

If requested by the Fund in writing, Company agrees to use best efforts to determine whether any specific Shareholder about whom it has Transaction Information is itself a financial intermediary (“Indirect Intermediary”) and, upon further request by the Fund, to promptly either (i) provide (or arrange to have provided) the Transaction Information for those Shareholders who hold an account with an Indirect Intermediary, or (ii) restrict or prohibit the Indirect Intermediary from purchasing, in nominee name on behalf of others, Shares of the Designated Portfolio. Company additionally agrees to inform the Fund whether it plans to perform (i) or (ii).

7.5 Limitations on Use of Information. The Fund agrees not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of the Rule without prior written consent of Company, or for any purpose not permitted under the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws.

7.6 Agreement to Restrict Trading. Company agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the

Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Company’s Account) that violate Fund Policies.

Any such restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions as set forth in Section 7.2. Company will execute such instructions with respect to the Shareholder, but only for the Contract through which such transactions in the Designated Portfolio’s Shares occurred in violation of the Fund’s Policies.

7.7 Form of Instructions. Instructions to restrict trading must be in “Good Form.” Good Form means that the instructions (i) are made using the “Instructions to Restrict Trading” form attached at Exhibit B; (ii) include all the information required by the form; (iii) are signed by a duly authorized officer of the Fund; and (iv) are received by Company. Upon request of the Company, the Fund agrees to provide to the Company, along with the Instructions to Restrict Trading form, information regarding those trades of the Contract holder that violated the Fund’s Policies.

7.8 Timing of Response. Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days, or as otherwise agreed to by the Parties, after receipt of the instructions by the Company.

7.9 Confirmation by Company. Company will provide written confirmation regarding any instructions executed on behalf of the Fund pursuant to this Agreement. The confirmation will be provided via FTP format as soon as reasonably practicable, but not later than ten (10) business days, or as otherwise agreed to by the Parties, after the instructions have been executed.

ARTICLE VIII: INDEMNIFICATION

8.1 INDEMNIFICATION BY THE COMPANY

(a) The Company agrees to indemnify and hold harmless the Fund and the Adviser, and each person, if any, who controls the Fund or the Adviser within the meaning of such terms under the federal securities laws and any director, trustee, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or actions in respect thereof (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale, acquisition, or holding of the Fund shares or the Contracts and:

(1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(2) arise out of or as a result of statements or representations by or on behalf of the Company (other than statements or representations contained in the Fund registration statement, prospectus, SAI or sales literature or other promotional material of the Fund, or any amendment or supplement to the foregoing, not supplied by the Company or its designee) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or

(3) arise out of untrue statement or alleged untrue statement of a material fact contained in the Fund registration statement, prospectus, SAI or sales literature or other promotional material of the Fund (or amendment or supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company or its designee; or

(4) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to meet the qualifications specified in Section 2.2 of this Agreement); or

(5) arise out of any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement;

except to the extent provided in Sections 8.1(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Company otherwise may have.

(b) No party will be entitled to indemnification under Section 8.1(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement.

(c) The Indemnified Parties promptly will notify the Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance, holding or sale of the Fund shares or the Contracts or the operation of the Fund.

8.2 INDEMNIFICATION BY THE ADVISER

(a) The Adviser agrees to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or actions in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale, acquisition, or holding of the Fund shares or the Contracts and:

out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(2) arise out of or as a result of statements or representations (other than statements or representations contained in the Contracts or in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts, or any amendment or supplement to the foregoing, not supplied by the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively) or wrongful conduct of the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively, with respect to the sale or distribution of the Contracts or Fund shares; or

(3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Adviser or the Fund or persons under the control of the Adviser or the Fund; or

(4) arise as a result of any failure by the Adviser or Fund to provide the services and furnish the materials under the terms of this Agreement; or

(5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund;

except to the extent provided in Sections 8.2(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Adviser otherwise may have.

(b) No party will be entitled to indemnification under Section 8.2(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard or its obligations or duties under this Agreement.

(c) The Indemnified Parties will promptly notify the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance, holding or sale of the Contracts or the operation of the Account.

8.3 INDEMNIFICATION BY THE FUND

(a) The Fund agrees to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with

the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the sale, acquisition, or holding of the Fund shares or the Contracts, or operations of the Fund and:

(1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(2) arise out of or as a result of statements or representations (other than statements or representations contained in the Contracts or in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts or of the Fund, or any amendment or supplement to the foregoing, not supplied by the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively) or wrongful conduct of the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively, with respect to the sale or distribution of the Contracts or Fund shares; or

(4) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; or

(5) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; or

(6) arise out of or result from the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate;

except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Fund otherwise may have.

(b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations and duties under this Agreement.

(c) The Indemnified Parties will promptly notify the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance, holding or sale of the Contracts or the operation of the Account.

8.4 INDEMNIFICATION PROCEDURE

Any person obligated to provide indemnification under this Article VIII (“Indemnifying Party”) for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII (“Indemnified Party”) for the purpose of this Section 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless:

(a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or

(b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

ARTICLE IX: APPLICABLE LAW

9.1 This Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York without reference to its conflicts of law provisions. To the extent that the applicable laws of the State of New York or any of the provisions herein conflict with the applicable provisions of the Act or other federal laws and regulations which may be applicable, the latter shall control. The parties to this Agreement hereby irrevocably agree to submit to the jurisdiction of the courts located in the State of New York for any action or proceeding arising out of this Agreement, and hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard or determined in such courts.

9.2 This Agreement will be subject to the provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Commission may grant and the terms hereof will be interpreted and construed in accordance therewith.

ARTICLE X: TERMINATION

10.1 This Agreement will terminate:

(a) at the option of any party, with or without cause, with respect to one, some or all of the Designated Portfolios, upon six (6) month’s advance written notice to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or

(b) at the option of the Company, upon written notice to the other parties, with respect to any Portfolio if shares of the Designated Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or

(c) at the option of the Company, upon written notice to the other parties, with respect to any Portfolio in the event any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Company; or

(d) at the option of the Fund, upon written notice to the other parties, upon institution of formal proceedings against the Company by FINRA, the Commission or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company’s ability to perform its obligations under this Agreement; or

(e) at the option of the Company, upon written notice to the other parties, upon institution of formal proceedings against the Fund, the Adviser, or the Distributor by FINRA, the Commission or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Fund’s or the Adviser’s ability to perform its obligations under this Agreement; or

(f) at the option of the Company, upon written notice to the other parties, with respect to any Designated Portfolio, if a Designated Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably and in good faith believes that the Designated Portfolio may fail to so qualify; or

(g) at the option of any party to this Agreement, upon written notice to the other parties, upon another party’s material breach of any provision of this Agreement; or

(h) at the option of the Company, if the Company determines in its sole judgment exercised in good faith that the Fund, the Adviser or Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Fund, Adviser or Distributor and hence to the Company; or

(i) at the option of the Fund or the Adviser, if the Fund or Adviser respectively, determines in its sole judgment exercised in good faith that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Fund or the Adviser, such termination to be effective sixty (60) days’ after receipt by the other parties of written notice of the election to terminate.

10.2 NOTICE REQUIREMENT

No termination of this Agreement will be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination.

10.3 EFFECT OF TERMINATION

Notwithstanding any termination of this Agreement, the Fund, the Adviser and the Distributor will, at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Designated Portfolios (as in effect on such date), redeem investments in the Designated Portfolios and/or invest in the Designated Portfolios upon the making of additional purchase payments under the Existing Contracts.

10.4 SURVIVING PROVISIONS

Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement.

ARTICLE XI: NOTICES

Any notice will be deemed duly given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties.

If to the Company:

American General Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

Attn: Legal Department

If to the Fund:

SunAmerica Series Trust

One World Trade Center

285 Fulton Street, Suite 49M

New York, NY 10007

Attention: General Counsel

If to the Adviser:

SunAmerica Asset Management, LLC

One World Trade Center

285 Fulton Street, Suite 49M

New York, NY 10007

Attention: General Counsel

ARTICLE XII: MISCELLANEOUS

12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.

12.2 The Fund and the Adviser acknowledge that the identities of the customers of the Company or any of its affiliates (collectively the “Protected Parties” for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures developed by the Protected Parties or any of their employees or agents in connection with the Company’s performance of its duties under this Agreement are the valuable property of the Protected Parties. The Fund and the Adviser agree that if they come into possession of any list or compilation of the identities of or other information about the Protected Parties’ customers, or any other property of the Protected Parties, other than such information as may be independently developed or compiled by the Fund or the Adviser from information supplied to them by the Protected Parties’ customers who also maintain accounts directly with the Fund or the Adviser, the Fund and the Adviser will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Company’s prior written consent; or (b) as required by law or judicial process. The Fund and the Adviser acknowledge that any breach of the agreements in this Section 12.2 would result in immediate and irreparable harm to the Protected Parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the Protected Parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

12.5 If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.

12.6 This Agreement will not be assigned by any party hereto without the prior written consent of all the parties hereto.

12.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal law.

12.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.

12.9 Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the Commission, FINRA and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

12.10 Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

12.11 The schedules to this Agreement (each, a “Schedule,” collectively, the “Schedules”) form an integral part hereof and are incorporated herein by reference. The parties to this Agreement may agree in writing to amend the Schedules to this Agreement from time to time to reflect changes in or relating to the Contracts, the Accounts or the Designated Portfolios of the Fund or other applicable terms of this Agreement. References herein to any Schedule are to the Schedule then in effect, taking into account any amendments thereto.

12.12 Each Designated Portfolio agrees to consult in advance with the Company concerning any decision to elect or not to pass through the benefit of any foreign tax credits to the Designated Portfolio’s shareholders pursuant to Section 853 of the Code.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative as of the date first above-written.


SUNAMERICA SERIES TRUST

By:		/s/ Kate Fuentes

Name: Kate Fuentes

Title: Chief Legal Officer, Vice President and Secretary


SUNAMERICA ASSET MANAGEMENT, LLC

By:		/s/ John Genoy

Name: John Genoy

Title: President and Chief Operating Officer


AMERICAN GENERAL LIFE INSURANCE COMPANY

By:

Name: Bryan Pinsky

Title: President

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative as of the date first above-written.


SUNAMERICA SERIES TRUST

By:

Name: Kate Fuentes

Title: Chief Legal Officer, Vice President and Secretary


SUNAMERICA ASSET MANAGEMENT, LLC

By:

Name: John Genoy

Title: President and Chief Operating Officer


AMERICAN GENERAL LIFE INSURANCE COMPANY

By:		/s/ Bryan Pinsky

Name: Bryan Pinsky

Title: President

Exhibit A

Request for Information Form

We hereby request that American General Life Insurance Company provide the Transaction Information indicated below.

Please provide the following information about the Transaction Information requested:


		Contract Number*

		Tax Identification Number**:

		Fund Name:

		Portfolio Name:

		Portfolio Manager:

		Covered Period***:


Requesting Person****:

Signature:

Date:

Telephone Number:

Facsimile Number:

*	or participant account number if applicable. Failure to complete this item shall not prevent this Form from being in Good Form.

**	or Individual/International Taxpayer Identification Number (ITIN), other government-issued identifier or equivalent identifying number. Failure to complete this item shall not prevent this Form from being in Good Form.

***	the covered period shall not include any day that is earlier than 180 days prior to the day Intermediary received this form in Good Form.

****	person must be duly authorized person as previously provided by the Fund.

PLEASE E-MAIL THIS FORM TO SaamcoLegal@venerable.com,

ATTENTION “RULE 22C-2 INFORMATION REQUEST”

PLEASE COMPLETE EACH ITEM.

INCOMPLETE FORMS WILL NOT BE PROCESSED.

Exhibit B

Instructions to Restrict Trading Form

American General Life Insurance Company is hereby instructed to restrict purchase or exchanges into the Fund indicated below by the Contract indicated below.

Please provide the following information about the Contract to be restricted:


		Contract Number*

		Tax Identification Number**:

Please provide the following information about the Portfolio to be restricted:


		Fund Name:

		Portfolio Name:

		Portfolio Manager:

Please provide the following information about the time period for which trading should be restricted:


		Start Date***:

		End Date:


Requesting Person****:

Signature:

Date:

Telephone Number:

Facsimile Number:

*	or participant account number if applicable.

**	or Individual/International Taxpayer Identification Number (ITIN), other government-issued identifier or equivalent identifying number.

***	Start date will be no earlier than 48 hours after receipt of form in “Good Form.”

****	person must be duly authorized person as previously provided by the Fund.

PLEASE E-MAIL THIS FORM TO SaamcoLegal@venerable.com,

ATTENTION “RULE 22C-2 RESTRICTION”

PLEASE COMPLETE EACH ITEM.

INCOMPLETE FORMS WILL NOT BE PROCESSED.

Schedule A

The following Separate Accounts and associated Contracts of American General Life Insurance Company are permitted in accordance with the provisions of this Agreement to invest in Designated Portfolios of the Fund shown in Schedule B:

NAME OF SEPARATE ACCOUNT CONTRACTS FUNDED BY SEPARATE ACCOUNT

Variable Separate Account

Variable Annuity Account Five

Variable Annuity Account Seven

Variable Annuity Account Nine

AGL Separate Account VL-R

Schedule B

The Separate Account(s) shown on Schedule A may invest in the following Portfolio(s) of the Fund.


SA AB Growth Portfolio		SA JPMorgan Mid-Cap Growth Portfolio
SA AB Small & Mid Cap Value Portfolio		SA JPMorgan Diversified Balanced Portfolio
SA American Funds Asset Allocation Portfolio		SA JPMorgan Emerging Markets Portfolio
SA American Funds Global Growth Portfolio		SA JPMorgan Equity-Income Portfolio
SA American Funds Growth Portfolio		SA JPMorgan Large Cap Core Portfolio
SA American Funds Growth-Income Portfolio		SA JPMorgan MFS Core Bond Portfolio
SA American Funds VCP Managed Allocation Portfolio		SA JP Morgan Ultra-Short Bond Portfolio
SA BlackRock Multi-Factor 70/30 Portfolio		SA Large Cap Growth Index Portfolio
SA Emerging Markets Equity Index Portfolio		SA Large Cap Index Portfolio
SA Federated Hermes Corporate Bond Portfolio		SA Large Cap Value Index Portfolio
SA Fidelity Institutional AM^® Global Equities Portfolio		SA MFS Large Cap Growth Portfolio
SA Fidelity Institutional AM^® International Growth Portfolio		SA MFS Massachusetts Investors Trust Portfolio
SA Fidelity Institutional AM^® Real Estate Portfolio		SA MFS Total Return Portfolio
SA Fixed Income Index Portfolio		SA Mid Cap Index Portfolio
SA Fixed Income Intermediate Index Portfolio		SA Morgan Stanley International Equities Portfolio
SA Franklin BW U.S. Large Cap Value Portfolio		SA PIMCO Global Bond Opportunities Portfolio
SA Franklin Small Company Value Portfolio		SA PIMCO RAE International Value Portfolio
SA Franklin Systematic U.S. Large Cap Core Portfolio		SA PineBridge High-Yield Bond Portfolio
SA Franklin Systematic U.S. Large Cap Value Portfolio		SA Putnam International Value Portfolio
SA Franklin Tactical Opportunities Portfolio		SA Schroders VCP Global Allocation Portfolio
SA Global Index Allocation 60/40 Portfolio		SA Small Cap Index Portfolio
SA Global Index Allocation 75/25 Portfolio		SA T. Rowe Price Allocation Moderately Aggressive Portfolio
SA Global Index Allocation 90/10 Portfolio		SA T. Rowe Price VCP Balanced Portfolio
SA Goldman Sachs Government and Quality Bond Portfolio		SA VCP Dynamic Allocation Portfolio
SA Goldman Sachs Multi-Asset Insights Portfolio		SA VCP Dynamic Strategy Portfolio
SA Index Allocation 60/40 Portfolio		SA VCP Index Allocation Portfolio
SA Index Allocation 80/20 Portfolio		SA Wellington Capital Appreciation Portfolio
SA Index Allocation 90/10 Portfolio		SA Wellington Strategic Multi-Asset Portfolio
SA International Index Portfolio
SA Invesco Growth Opportunities Portfolio
SA Janus Focused Growth Portfolio

EX-99.(H)(12) 3 d19996dex99h12.htm SEASONS SERIES TRUST FUND PARTICIPATION AGREEMENT Seasons Series Trust Fund Participation Agreement

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT (the “Agreement”), made and entered into January 1, 2026 (the “Effective Date”) by and among American General Life Insurance Company, organized under the laws of the state of Texas (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the “Account” and collectively as the “Accounts”); Seasons Series Trust, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts under a Declaration of Trust dated October 11, 1995, as amended and restated to date (the “Fund”); and SunAmerica Asset Management, LLC, a limited liability company organized under the laws of Delaware and investment adviser to the Fund (the “Adviser”).

WHEREAS, the Fund engages in business as an open-end management investment company; and

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Adviser hereby agree as follows:

ARTICLE I: SALE OF FUND SHARES

ARTICLE II: REPRESENTATIONS AND WARRANTIES

suspicious activity.

ARTICLE III: FUND COMPLIANCE

3.8 The Fund and Adviser represent and warrant that the Fund is and shall maintain compliance with Rule

38a-1 under the 1940 Act and Adviser represents and warrants that the Adviser is and shall maintain compliance with Rule 206(4)-7 under the Advisers Act.

ARTICLE IV: PROSPECTUS AND PROXY STATEMENTS/VOTING

(a)

Current Annual and Semi-Annual Reports to Shareholders (i.e., Tailored Shareholder Reports);

(b)

Current Annual and Semi-Annual Financial Statements; and

(c)

Portfolio Holdings for Most Recent First and Third Fiscal Quarters.

(a)

Meet the applicable standards of the 1933 Act, the 1934 Act, the 1940 Act, and all rules and regulations under those Acts; and

(b)

4.10 The Fund shall be responsible for preparing and providing the following “Fund Documents,” as specified in paragraph (j)(1)(iii) of Rule 498A:

(a)

Summary Prospectus for the Designated Portfolios;

(b)

Statutory Prospectus for the Designated Portfolios;

(c)

Statement of Additional Information (“SAI”) for the Designated Portfolios; and

(d)

Most Recent Annual and Semi-Annual Reports to Shareholders (under Rule 30e-1 under the 1940 Act) for the Designated Portfolios.

4.12 The Fund shall provide the Fund Documents to the Company (or its designee) in an electronic format that is suitable for website posting, and in a format, or formats, that:

(a)

are both human-readable and capable of being printed on paper in human-readable format (in accordance with paragraph (h)(2)(i) of Rule 498A);

(b)

(c)

(a)

Meet the applicable standards of the 1933 Act, the 1934 Act, the 1940 Act, and all rules and regulations under those Acts; and

(b)

(a)

(b)

The Fund shall reimburse the Company for the reasonable costs of printing and mailing the Fund Documents to existing Contract owners.

The Company shall bear any costs associated with the printing and mailing of Fund Documents to prospective Contract owners.

(a)

the gross “Annual Fund Company Expenses” for each Designated Portfolio calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements; and

(b)

(c)

the “Average Annual Total Returns” for each Designated Portfolio (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10-year periods).

4.19 If and to the extent required by law, the Company will:

(a) solicit voting instructions from Contract owners;

(b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and

ARTICLE V: SALES MATERIAL AND INFORMATION

ARTICLES VI: FEES, COSTS AND EXPENSES

ARTICLE VII: RULE 22c-2 AGREEMENT

(a)

(b)

(c)

(d)

(e)

(f)

that are executed as a result of payment of a death benefit from a Contract; or (v) transactions that are executed as a result of minimum distributions required by applicable federal tax law.

(g)

The term “written” includes electronic and facsimile writings and transmissions and such other means as the Parties may agree from time-to-time.

Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Company’s Account) that violate Fund Policies.

ARTICLE VIII: INDEMNIFICATION

8.1 INDEMNIFICATION BY THE COMPANY

except to the extent provided in Sections 8.1(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Company otherwise may have.

8.2 INDEMNIFICATION BY THE ADVISER

(4) arise as a result of any failure by the Adviser or Fund to provide the services and furnish the materials under the terms of this Agreement; or

except to the extent provided in Sections 8.2(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Adviser otherwise may have.

8.3 INDEMNIFICATION BY THE FUND

(2) arise out of or as a result of statements or representations (other than statements or representations contained in the Contracts or in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts or of the Fund, or any amendment or supplement to the foregoing, not supplied by the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively) or wrongful conduct of the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively, with respect to the sale or distribution of the Contracts or Fund shares; or

(4) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; or

(6) arise out of or result from the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate;

except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Fund otherwise may have.

8.4 INDEMNIFICATION PROCEDURE

(a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or

ARTICLE IX: APPLICABLE LAW

ARTICLE X: TERMINATION

10.1 This Agreement will terminate:

(g) at the option of any party to this Agreement, upon written notice to the other parties, upon another party’s material breach of any provision of this Agreement; or

10.2 NOTICE REQUIREMENT

10.3 EFFECT OF TERMINATION

10.4 SURVIVING PROVISIONS

ARTICLE XI: NOTICES

If to the Company:

American General Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

Attn: Legal Department

If to the Fund:

Seasons Series Trust

One World Trade Center

285 Fulton Street, Suite 49M

New York, NY 10007

Attention: General Counsel

If to the Adviser:

SunAmerica Asset Management, LLC

One World Trade Center

285 Fulton Street, Suite 49M

New York, NY 10007

Attention: General Counsel

ARTICLE XII: MISCELLANEOUS

12.2 The Fund and the Adviser acknowledge that the identities of the customers of the Company or any of its affiliates (collectively the “Protected Parties” for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures developed by the Protected Parties or any of their employees or agents in connection with the Company’s performance of its duties under this Agreement are the valuable property of the Protected Parties. The Fund and the Adviser agree that if they come into possession of any list or compilation of the identities of or other information about the Protected Parties’ customers, or any other property of the Protected Parties, other than such information as may be independently developed or compiled by the Fund or the Adviser from information supplied to them by the Protected Parties’ customers who also maintain accounts directly with the Fund or the Adviser, the Fund and the Adviser will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Company’ s prior written consent; or (b) as required by law or judicial process. The Fund and the Adviser acknowledge that any breach of the agreements in this Section 12.2 would result in immediate and irreparable harm to the Protected Parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the Protected Parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

12.5 If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.

12.6 This Agreement will not be assigned by any party hereto without the prior written consent of all the parties hereto.

12.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative as of the date first above-written.


SEASONS SERIES TRUST

By:		/s/ Kate Fuentes



Name: Kate Fuentes

Title: Chief Legal Officer, Vice President and Secretary

SUNAMERICA ASSET MANAGEMENT, LLC

By:		/s/ John Genoy



Name: John Genoy

Title: President and Chief Operating Officer

AMERICAN GENERAL LIFE INSURANCE COMPANY

By:



Name: Bryan Pinsky

Title: President

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative as of the date first above-written.


SEASONS SERIES TRUST

By:



Name: Kate Fuentes

Title: Chief Legal Officer, Vice President and Secretary

SUNAMERICA ASSET MANAGEMENT, LLC

By:



Name: John Genoy

Title: President and Chief Operating Officer

AMERICAN GENERAL LIFE INSURANCE COMPANY

By:		/s/ Bryan Pinsky



Name: Bryan Pinsky

Title: President

Exhibit A

Request for Information Form

We hereby request that American General Life Insurance Company provide the Transaction Information indicated below.

Please provide the following information about the Transaction Information requested:


		Contract Number*

		Tax Identification Number**:

		Fund Name:

		Portfolio Name:

		Portfolio Manager:

		Covered Period***:


Requesting Person****:

Signature:

Date:

Telephone Number:

Facsimile Number:

*	or participant account number if applicable. Failure to complete this item shall not prevent this Form from being in Good Form.

**	or Individual/International Taxpayer Identification Number (ITIN), other government-issued identifier or equivalent identifying number. Failure to complete this item shall not prevent this Form from being in Good Form.

***	the covered period shall not include any day that is earlier than 180 days prior to the day Intermediary received this form in Good Form.

****	person must be duly authorized person as previously provided by the Fund.

PLEASE E-MAIL THIS FORM TO SaamcoLegal@venerable.com,

ATTENTION “RULE 22C-2 INFORMATION REQUEST”

PLEASE COMPLETE EACH ITEM.

INCOMPLETE FORMS WILL NOT BE PROCESSED.

Exhibit B

Instructions to Restrict Trading Form

American General Life Insurance Company is hereby instructed to restrict purchase or exchanges into the Fund indicated below by the Contract indicated below.

Please provide the following information about the Contract to be restricted:


		Contract Number*

		Tax Identification Number**:

Please provide the following information about the Portfolio to be restricted:



		Fund Name:

		Portfolio Name:

		Portfolio Manager:

Please provide the following information about the time period for which trading should be restricted:



		Start Date***:

		End Date:


Requesting Person****:

Signature:

Date:

Telephone Number:

Facsimile Number:

*	or participant account number if applicable.

**	or Individual/International Taxpayer Identification Number (ITIN), other government-issued identifier or equivalent identifying number.

***	Start date will be no earlier than 48 hours after receipt of form in “Good Form.”

****	person must be duly authorized person as previously provided by the Fund.

PLEASE E-MAIL THIS FORM TO SaamcoLegal@venerable.com,

ATTENTION “RULE 22C-2 RESTRICTION”

PLEASE COMPLETE EACH ITEM.

INCOMPLETE FORMS WILL NOT BE PROCESSED.

Schedule A

NAME OF SEPARATE ACCOUNT CONTRACTS FUNDED BY SEPARATE ACCOUNT

Variable Separate Account

Variable Annuity Account Five

Variable Annuity Account Seven

AGL Separate Account VL-R

Schedule B

The Separate Account(s) shown on Schedule A may invest in the following Portfolio(s) of the Fund.

SA Allocation Aggressive Portfolio

SA Allocation Balanced Portfolio

SA Allocation Moderate Portfolio

SA Allocation Moderately Aggressive Portfolio

SA American Century Inflation Managed Portfolio

SA Columbia Focused Value Portfolio

SA Franklin Allocation Moderately Aggressive Portfolio

SA Multi-Managed Diversified Fixed Income Portfolio

SA Multi-Managed International Equity Portfolio

SA Multi-Managed Large Cap Growth Portfolio

SA Multi-Managed Large Cap Value Portfolio

SA Multi-Managed Mid Cap Growth Portfolio

SA Multi-Managed Mid Cap Value Portfolio

SA Multi-Managed Small Cap Portfolio

EX-99.(L) 4 d19996dex99l.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 16 to the Registration Statement on Form N-4 (No. 333-185838) (the “Registration Statement”) of our reportdated March 20, 2026 relating to the statutory basis financial statements of American General Life Insurance Company and consent to the incorporation by reference in the Registration Statement of our report dated April 20, 2026 relating to the financial statements of each of the subaccounts of Variable Separate Account indicated in our report. We also consent to the references to us under the headings “Financial Statements” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

April 29, 2026

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

/s/ PricewaterhouseCoopers LLP

New York, New York

April 29, 2026

EX-99.(P)(2) 5 d19996dex99p2.htm POWER OF ATTORNEY - AMERICAN GENERAL LIFE INSURANCE COMPANY DIRECTORS Power of Attorney - American General Life Insurance Company Directors

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of AMERICAN HOME ASSURANCE COMPANY, hereby constitute and appoint BRIAN RUCKER as their true and lawful attorney-in fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign on behalf of AMERICAN HOME ASSURANCE COMPANY any and all amendments to the Registration Statements listed on the attached schedule by AMERICAN GENERAL LIFE INSURANCE COMPANY, THE VARIABLE ANNUITY LIFE INSURANCE COMPANY and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK serving as Depositors, for which AMERICAN HOME ASSURANCE COMPANY serves as Guarantor, and to file the same, with all exhibits thereto, and other documents in connection therewith, as fully to all intents as he might or could do in person, including specifically, but without limiting the generality of the foregoing, to (i) take any action to comply with any rules, regulations or requirements of the Securities and Exchange Commission under the federal securities laws; (ii) make application for and secure any exemptions from the federal securities laws; (iii) register additional insurance and annuity contracts under the federal securities laws, if registration is deemed necessary. The undersigned hereby ratifies and confirms all that said attorney-in-fact and agent, or his substitute, shall do or cause to be done by virtue hereof.

AMERICAN HOME ASSURANCE COMPANY

GUARANTOR PRODUCT SCHEDULE –04/22/2024


Registrant Name	File Nos.
AGL VARIABLE SEPARATE ACCOUNT	Under the Securities Act of 1933:
	333-185797	American Pathway II
	333-185798	Polaris
	333-185799	Polaris II
	333-185831	PolarisAmerica
	333-185838	Polaris Platinum II
	333-185800	Polaris II Platinum Series
	333-185837	Polaris Choice II / Polaris Choice III
	333-185818	WM Diversified Strategies
	333-185820	WM Diversified Strategies III
	333-185815	Polaris Advisor
	333-185801	Polaris Protector
	333-185816	Polaris Preferred Solution
	333-234470	ICAP II
	333-234471	Vista Capital Advantage
	333-234472	Anchor Advisor
	333-185797	American Pathway II
	Under the Investment Company Act of 1940: 811-03859
AGL VARIABLE ANNUITY ACCOUNT FIVE	Under the Securities Act of 1933:
	333-185829	Seasons
	333-185804	Seasons Select II
	333-185825	Seasons Select
	333-185826	Seasons Triple Elite / Seasons Elite
	333-185822	Seasons Advisor
	333-185824	Seasons Advisor II
	333-185828	Seasons Preferred Solution
	Under the Investment Company Act of 1940: 811-07727
AGL VARIABLE ANNUITY ACCOUNT SEVEN	Under the Securities Act of 1933:
	333-185806	Polaris Plus
	333-185807	Polaris II A-Class / Polaris II A-Class Platinum Series
	333-185832	Polaris II Asset Manager
	Under the Investment Company Act of 1940: 811-09003


Registrant Name	File Nos.
AGL VARIABLE ANNUITY ACCOUNT NINE	Uer the Securities Act of 1933:
	333-185834	Ovation
	333-185835	Ovation Plus
	333-185841	Ovation Advantage
	333-185842	Ovation Advisor
	333-185834	Ovation
	Under the Investment Company Act of 1940: 811-21096
USL - FS VARIABLE SEPARATE ACCOUNT	Under the Securities Act of 1933:
	333-178854	Polaris NY/ Polaris II NY / Polaris II NY – Jones
	333-178859	WM Diversified Strategies III NY
	333-178857	FSA Advisor
	333-178853	Polaris Choice NY / Polaris Choice III NY
	333-178855	Polaris II A-Class Platinum Series NY
	333-178850	Polaris Advantage NY
	333-234490	ICAP II NY
	333-234491	Vista Capital Advantage NY
	Under the Investment Company Act of 1940: 811-08810
USL - ARIABLE ANNUITY ACCOUNT FIVE	Under the Securities Act of 1933:
	333-178860	Seasons Triple Elite NY/ Seasons Elite NY
	333-178858	Seasons Select II NY
	Under the Investment Company Act of 1940: 811-08369
AGL SEPARATE ACCOUNT D	Under the Securities Act of 1933:
	033-43390	Generations VA, Variety Plus VA
	002-49805	Front End Load, Regular Surr. Charge
	333-70667	Platinum Investor VA
	333-40637	Select Reserve VA
	033-57730	WM Advantage VA
	333-25549	WM Strategic Asset Manager VA
	333-234476	Black, VA, Blue VA, Green VA
	333-234477	Orange VA, Yellow VA
	333-234478	The Chairman VA
	Under the Investment Company Act of 1940: 811-02441
AGL SEPARATE ACCOUNT VL-R	Under the Securities Act of 1933:
	333-89897	AG Legacy Plus
	333-42567	Platinum Investor I VUL
	333-90787	Platinum Investor Survivor VUL
	333-80191	Corporate America VUL
	333-53909	Legacy Plus VUL (Orig.)
	333-103361	Platinum Investor II VUL
	333-43264	Platinum Investor III VUL
	333-118318	Platinum Investor IV VUL
	333-129552	Platinum Investor VIP (Orig.)
	333-109613	Platinum Investor FlexDirector
	333-82982	Platinum Investor PLUS VUL
	333-65170	Platinum Investor Survivor II VUL
	333-87307	The ONE VUL Solution
	333-234481	EquiBuilder VUL
	333-234482	EquiBuilder II VUL
	333-234480	EquiBuilder III VUL
	Under the Investment Company Act of 1940: 811-08561


Registrant Name	File Nos.
USL SEPARATE ACCOUNT USL VL-R	Under the Securities Act of 1933:
	333-151575	Income Advantage Select VUL
	333-149403	Protection Advantage Select VUL
	333-137941	Platinum Investor VIP VUL
	333-105246	Platinum Investor PLUS VUL
	Under the Investment Company Act of 1940: 811-09359
USL SEPARATE ACCOUNT USL A	Under the Securities Act of 1933:
	333-234492	Generations VA
	Under the Investment Company Act of 1940: 811-04865
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A	Under the Securities Act of 1933:
	002-32783	GUP & GTS-VA
	033-75292	Portfolio Director series 1.00 - 12.00, 1.20 - 13.20, 1.40 - 12.40, and 1.60 - 12.60
	333-49232	Potentia VA
	002-96223	IMPACT UIT-981 VA
	333-124398	Independence Plus VA
	Under the Investment Company Act of 1940: 811-03240

POWERS OF ATTORNEY


Signature	Title	Date

/s/ BARBARA LUCK BARBARA LUCK	Director, President, CEO, and Chairman of the Board of Directors (Principal Executive Officer)	April 08, 2025

/s/ SHELLEY SINGH SHELLEY SINGH	Director, Chief Financial Officer and Senior Vice President (Principal Financial Officer)	April 07, 2025

/s/ ALLISON COOPER ALLISON COOPER	Director	April 06, 2026

/s/ MOHAMMAD ABU TURAB HUSSAIN MOHAMMAD ABU TURAB HUSSAIN	Director	April 07, 2025

/s/ JOHN F. KLAUS JOHN F. KLAUS	Director	April 07, 2025

/s/ DARREN MEYLER DARREN MEYLER	Director	April 10, 2026

/s/ KEITH WALSH KEITH WALSH	Director	April 15, 2025

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