As filed with the Securities and Exchange Commission on November 29, 2001
Registration No. 33-81476

- -------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------

Post-Effective Amendment
No. 13 on Form S-3
under
The Securities Act of 1933

--------------------

ANCHOR NATIONAL LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)

California 6311 86-0198983
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Number)
organization)

1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)

Christine A. Nixon, Esquire
Anchor National Life Insurance Company
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Name, address, including zip code, and telephone number, including area code
of agent for service)
----------------------

Approximate date of commencement of proposed dale to the public: As
soon after the effective date of this Registration Statement as is practicable.

If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______________

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

----------------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.

Registrant is filing this Post-Effective Amendment No. 13 for the sole
purpose of adding to the Registration Statement certain Prospectuses pursuant to
oral permission to do so provided by Mr. William Kotapish to Anchor National.
The Registrant does not intend for this Post-Effective Amendment No. 13 to
delete from the Registration Statement, any document included in the
Registration Statement but not filed here, including any currently effective
Prospectus or supplement thereto.

[LOGO TO COME]

PROSPECTUS

December 10, 2001

ALLOCATED FIXED AND VARIABLE GROUP ANNUITY
issued by
VARIABLE ANNUITY ACCOUNT FIVE
and
ANCHOR NATIONAL LIFE INSURANCE COMPANY

The annuity contract has 20 investment choices - 3 fixed investment options
which offer interest rates guaranteed by Anchor National for different periods
of time, 9 variable investment SELECT PORTFOLIOS, 4 variable investment FOCUSED
PORTFOLIOS and 4 variable investment SEASONS STRATEGIES:

<Table>

SELECT PORTFOLIOS FOCUSED PORTFOLIOS SEASONS STRATEGIES
LARGE CAP GROWTH FOCUS GROWTH GROWTH
LARGE CAP COMPOSITE FOCUS GROWTH AND INCOME MODERATE GROWTH
LARGE CAP VALUE FOCUS VALUE BALANCED GROWTH
MID CAP GROWTH FOCUS TECHNET CONSERVATIVE GROWTH
MID CAP VALUE
SMALL CAP
INTERNATIONAL EQUITY
DIVERSIFIED FIXED INCOME
CASH MANAGEMENT
</Table>

all of which invest in the underlying portfolios of

SEASONS SERIES TRUST
which is managed by:

<Table>

SELECT PORTFOLIOS FOCUSED PORTFOLIOS SEASONS STRATEGIES
AIG GLOBAL INVESTMENT CORP. AMERICAN CENTURY INVESTMENT JANUS CAPITAL CORPORATION
GOLDMAN SACHS ASSET MANAGEMENT MANAGEMENT, INC. PUTNAM INVESTMENT MANAGEMENT, L.L.C.
GOLDMAN SACHS ASSET MANAGEMENT INT'L DRESDNER RCM GLOBAL SUNAMERICA ASSET MANAGEMENT CORP.
JANUS CAPITAL CORPORATION INVESTORS LLC T. ROWE PRICE ASSOCIATES, INC.
LORD, ABBETT & CO. FRED ALGER MANAGEMENT, INC. WELLINGTON MANAGEMENT COMPANY, LLP
SUNAMERICA ASSET MANAGEMENT CORP. HARRIS ASSOCIATES L.P.
T. ROWE PRICE ASSOCIATES, INC. JENNISON ASSOCIATES LLC.
WELLINGTON MANAGEMENT COMPANY, LLP MARSICO CAPITAL
MANAGEMENT, LLC
SUNAMERICA ASSET
MANAGEMENT CORP.
THIRD AVENUE FUNDS
THORNBURG INVESTMENT
MANAGEMENT, INC.
VANWAGONER CAPITAL
MANAGEMENT INC.
</Table>

You can put your money into any one or all of the SELECT PORTFOLIOS, FOCUSED
PORTFOLIOS, SEASONS STRATEGIES and/or fixed investment options.

Please read this prospectus carefully before investing and keep it for your
future reference. It contains important information you should know about the
Seasons Triple Elite Variable Annuity.

To learn more about the annuity offered by this prospectus, you can obtain a
copy of the Statement of Additional Information ("SAI") dated December 10, 2001.
The SAI has been filed with the Securities and Exchange Commission ("SEC") and
can be considered part of this prospectus.

The table of contents of the SAI appears on page 39 of this prospectus. For a
free copy of the SAI, call us at 800/445-SUN2 or write our Annuity Service
Center at, P.O. Box 54299, Los Angeles, California 90054-0299.

A registration statement has been filed with the SEC under the Securities Act of
1933 relating to the contract. This prospectus does not contain all the
information in the registration statement as permitted by SEC regulations. The
omitted information can be obtained from the SEC's principal office in
Washington, D.C., upon payment of a prescribed fee.

In addition, the SEC maintains a website (http://www.sec.gov) that contains the
SAI, materials incorporated by reference and other information filed
electronically with the SEC.

ANNUITIES INVOLVE RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL, AND ARE NOT A
DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THEY ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Anchor National's Annual Report on Form 10-K for the year ended December 31,
2000, and its quarterly report on Form 10-Q for the quarter ended March 31, June
30, and September 30, 2001 are incorporated herein by reference.

All documents or reports filed by Anchor National under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the effective date of this prospectus are also incorporated by reference.
Statements contained in this prospectus and subsequently filed documents which
are incorporated by reference or deemed to be incorporated by reference are
deemed to modify or supersede documents incorporated herein by reference.

Anchor National files its Exchange Act documents and reports, including its
annual and quarterly reports on Form 10-K and Form 10-Q, electronically pursuant
to EDGAR under CIK No. 0000006342.

Anchor National is subject to the informational requirements of the Securities
and Exchange Act of 1934 (as amended). We file reports and other information
with the SEC to meet those requirements. You can inspect and copy this
information at SEC public facilities at the following locations:

WASHINGTON, DISTRICT OF COLUMBIA
450 Fifth Street, N.W., Room 1024
Washington, D.C. 20549

CHICAGO, ILLINOIS
500 West Madison Street
Chicago, IL 60661

NEW YORK, NEW YORK

233 Broadway

New York, NY 10048

To obtain copies by mail, contact the Washington, D.C. location. After you pay
the fees as prescribed by the rules and regulations of the SEC, the required
documents are mailed.

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,
Anchor National and its general account, the Variable Portfolios and the
contract, please refer to the registration statements and exhibits.

The SEC also maintains a website (http:// www.sec.gov) that contains the SAI,
materials incorporated by reference and other information filed electronically
with the SEC by Anchor National.

Anchor National will provide without charge to each person to whom this
prospectus is delivered, upon written or oral request, a copy of the documents
incorporated by reference. Requests for these documents should be directed to
Anchor National's Annuity Service Center, as follows:

Anchor National Life Insurance Company
Annuity Service Center
P.O. Box 54299
Los Angeles, California 90054-0299
Telephone Number: (800) 445-SUN2

SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION

Indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") is provided to Anchor National's officers, directors and controlling
persons. The SEC has advised that it believes such indemnification is against
public policy under the Act and unenforceable. If a claim for indemnification
against such liabilities (other than for Anchor National's payment of expenses
incurred or paid by its directors, officers or controlling persons in the
successful defense of any legal action) is asserted by a director, officer or
controlling person of Anchor National in connection with the securities
registered under this prospectus, Anchor National will submit to a court with
jurisdiction to determine whether the indemnification is against public policy
under the Act. Anchor National will be governed by final judgment of the issue.
However, if in the opinion of Anchor National's counsel this issue has been
determined by controlling precedent, Anchor National will not submit the issue
to a court for determination.

TABLE OF CONTENTS

<Table>

GLOSSARY.................................................... 4
HIGHLIGHTS.................................................. 5
FEE TABLES.................................................. 6
Owner Transaction Expenses.............................. 6
Annual Separate Account Expenses........................ 6
Optional Seasons Estate Advantage Death Benefit Fee..... 6
Optional Earnings Advantage Fee......................... 6
Optional Income Protector Fee........................... 6
Investment Portfolio Expenses of Variable Portfolios.... 7
EXAMPLES.................................................... 8
THE SEASONS TRIPLE ELITE VARIABLE ANNUITY................... 10
PURCHASING A SEASONS TRIPLE ELITE VARIABLE ANNUITY.......... 11
Allocation of Purchase Payments......................... 11
Accumulation Units...................................... 11
Free Look............................................... 12
INVESTMENT OPTIONS.......................................... 12
Variable Investment Options............................. 12
The PORTFOLIOS........................................ 13
The SEASONS STRATEGIES................................ 14
Market Value Adjustment................................. 16
Transfers During the Accumulation Phase................. 17
Dollar Cost Averaging Program........................... 18
Asset Allocation Rebalancing Program.................... 19
Principal Advantage Program............................. 19
Voting Rights........................................... 20
Substitution............................................ 20
ACCESS TO YOUR MONEY........................................ 20
Free Withdrawal Provision............................... 20
Systematic Withdrawal Program........................... 22
Minimum Contract Value.................................. 22
Qualified Contract Owners............................... 22
DEATH BENEFIT............................................... 22
Standard Death Benefit.................................. 23
Seasons Estate Advantage Death Benefit(s)............... 23
Spousal Continuation.................................... 25
EXPENSES.................................................... 26
Insurance Charges....................................... 26
Withdrawal Charges...................................... 26
Investment Charges...................................... 27
Contract Maintenance Fee................................ 27
Transfer Fee............................................ 27
Optional Seasons Estate Advantage Fee................... 27
Optional Income Protector Fee........................... 27
Premium Tax............................................. 27
Income Taxes............................................ 28
Reduction or Elimination of Charges and Expenses, and
Additional Amounts Credited............................ 28
INCOME OPTIONS.............................................. 28
Annuity Date............................................ 28
Income Options.......................................... 28
Allocation of Annuity Payments.......................... 29
Transfers During the Income Phase....................... 30
Deferment of Payments................................... 30
Income Protector........................................ 30
TAXES....................................................... 33
Annuity Contracts in General............................ 33
Tax Treatment of Distributions--Non-qualified
Contracts.............................................. 33
Tax Treatment of Distributions--Qualified Contracts..... 33
Minimum Distributions................................... 34
Tax Treatment of Death Benefits......................... 35
Diversification......................................... 35
PERFORMANCE................................................. 35
OTHER INFORMATION........................................... 37
Anchor National......................................... 37
The Separate Account.................................... 37
Custodian............................................... 37
The General Account..................................... 37
Distribution of the Contract............................ 37
Administration.......................................... 38
Legal Proceedings....................................... 38
Ownership............................................... 38
Independent Accountants................................. 38
Registration Statement.................................. 38
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.... 39
APPENDIX A--MARKET VALUE ADJUSTMENT ("MVA")................. A-1
APPENDIX B--DEATH BENEFITS FOLLOWING SPOUSAL CONTINUATION... B-1
APPENDIX C--PREMIUM TAXES................................... C-1
APPENDIX D--HYPOTHETICAL EXAMPLE OF THE OPERATION OF THE
INCOME PROTECTOR.......................................... D-1
</Table>

GLOSSARY

We have capitalized some of the technical terms used in this prospectus. To help
you understand these terms, we define 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(S)--The person(s) on whose life (lives) we base annuity payments.

ANNUITY DATE--The date on which annuity payments are to begin, as selected by
you.

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

BENEFICIARY(IES)--The person(s) designated to receive any benefits under the
contract if you or the Annuitant dies.

COMPANY--Anchor National Life Insurance Company ("Anchor National"), We, Us, the
issuer of this annuity contract.

INCOME PHASE--The period during which we make annuity payments to you.

IRS--The Internal Revenue Service.

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").

SELECT OR FOCUSED PORTFOLIO(S)--A sub-account of Variable Annuity Account Five
which provides for the variable investment options available under the contract.
Each SELECT and FOCUSED PORTFOLIO has a distinct investment objective and is
invested in the underlying investment portfolios of the Seasons Series Trust.
This investment option allocates assets to an underlying fund in which a portion
of the assets is managed by three different advisors.

PURCHASE PAYMENTS--The money you give us to buy the contract, as well as any
additional money you give us to invest in the contract after you own it.

QUALIFIED (CONTRACT)--A contract purchased with pretax dollars. These contracts
are generally purchased under a pension plan, specially sponsored program or
individual retirement account ("IRA").

SEASONS STRATEGY(IES)--A sub-account of Variable Annuity Account Five which
provides for the variable investment options available under the contract. Each
SEASONS STRATEGY has its own investment objective and is invested in the
underlying investment portfolios of the Seasons Series Trust. This investment
option allocates assets to three out of six available portfolios, each of which
is managed by a different investment advisor.

HIGHLIGHTS
- --------------------------------------------------------------------------------

The Seasons Triple Elite Variable Annuity is a contract between you and Anchor
National Life Insurance Company ("Anchor National"). It is designed to help you
invest on a tax-deferred basis and meet long-term financial goals. There are
minimum Purchase Payment amounts required to purchase a contract. Purchase
Payments may be invested in the SELECT PORTFOLIOS, FOCUSED PORTFOLIOS and/or
pre-allocated SEASONS STRATEGIES ("Variable Portfolios") and fixed account
options. Like all deferred annuities, the contract has an Accumulation Phase and
an Income Phase. During the Accumulation Phase, you invest money in your
contract. The Income Phase begins when you start receiving income payments from
your annuity to provide for your retirement.

FREE LOOK: You may cancel your contract within 10 days after receiving it (or
whatever period is required in your state), we will cancel the contract without
charging a withdrawal charge. You will receive whatever your contract is worth
on the day that we receive your request. The amount refunded may be more or less
than your original Purchase Payment. We will return your original Purchase
Payment if required by law. Please see PURCHASING A SEASONS TRIPLE ELITE
VARIABLE ANNUITY in the prospectus.

EXPENSES: There are fees and charges associated with the contract. Each year, we
deduct a $35 contract maintenance fee from your contract, which may be waived
for contracts of $50,000 or more. We also deduct insurance charges, which equal
1.55% annually of the average daily value of your contract allocated to the
Variable Portfolios. These are investment charges on amounts invested in the
Variable Portfolios. If you elect optional features available under the contract
we may charge additional fees for these features. A separate withdrawal charge
schedule applies to each Purchase Payment. The amount of the withdrawal charge
declines over time. After a Purchase Payment has been made in the contract for
three complete years, withdrawal charges no longer apply to that portion of the
Purchase Payment. Please see the FEE TABLE, PURCHASING A SEASONS TRIPLE ELITE
VARIABLE ANNUITY and EXPENSES in the prospectus.

ACCESS TO YOUR MONEY: You may withdraw money from your contract during the
Accumulation Phase. If you do so, earnings are deemed to be withdrawn first. You
will pay income tax on earnings and untaxed, contributions when you withdraw
them. Payment received during the Income Phase are considered partly a return of
your original investment. A federal tax penalty may apply if you make
withdrawals before age 59 1/2. As noted above, a withdrawal charge may apply.
Please see ACCESS TO YOUR MONEY and TAXES in the prospectus.

DEATH BENEFITS: A death benefit feature is available under the contract to
protect your Beneficiaries in the event of your death during the Accumulation
Phase. Optional enhanced death benefits are also available. Please see DEATH
BENEFITS in the prospectus.

INCOME OPTIONS: When you are ready to begin taking income, you can choose to
receive income payments on a variable basis, fixed basis or a combination of
both. You may also choose from five different options, including an option for
income that you cannot outlive. Please see INCOME OPTIONS in the prospectus.

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

INQUIRIES: If you have questions about your contract call your financial
representative or contact us at Anchor National Life Insurance Company Annuity
Service Center P.O. Box 54299 Los Angeles, California 90054-0299. Telephone
Number: (800) 445-SUN2.

ANCHOR NATIONAL OFFERS SEVERAL DIFFERENT VARIABLE ANNUITY PRODUCTS TO MEET THE
DIVERSE NEEDS OF OUR INVESTORS. EACH PRODUCT MAY OFFER DIFFERENT FEATURES AND
BENEFITS AND CORRESPONDINGLY DIFFERENT FEES AND CHARGES. WHEN WORKING WITH YOUR
FINANCIAL ADVISOR TO DETERMINE THE BEST PRODUCT TO MEET YOUR NEEDS YOU SHOULD
CONSIDER, AMONG OTHER THINGS, WHETHER THE FEATURES OF THIS CONTRACT AND THE
RELATED FEES PROVIDE THE MOST APPROPRIATE PACKAGE TO HELP MEET YOUR LONG-TERM
RETIREMENT SAVINGS GOALS.

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

FEE TABLES
- --------------------------------------------------------------------------------

OWNER TRANSACTION EXPENSES

Withdrawal Charge as a percentage of Purchase Payments:

<Table>

Year 1........................................... 7%
Year 2........................................... 6%
Year 3........................................... 6%
Year 4........................................... 0%
</Table>

<Table>

Contract Maintenance
Charge................. $35 each year ($30 in North
Dakota) (waived for Contracts
over $50,000)
Transfer Fee........... No charge for first 15
transfers each contract year;
thereafter, fee is $25 ($10
in Pennsylvania and Texas)
per transfer in any contract
year.
</Table>

OPTIONAL SEASONS ESTATE ADVANTAGE DEATH BENEFIT FEE

(The Seasons Estate Advantage Death Benefit offers a choice of one of two
optional enhanced death benefits which are described more fully in the
prospectus. If elected, the fee is an annualized charge that is deducted daily
from your daily net asset value.)

<Table>

Fee as a percentage of your
daily net asset value......... 0.15%
</Table>

OPTIONAL INCOME PROTECTOR FEE

(The Income Protector which is described more fully in the prospectus is
optional and if elected the fee is deducted annually from your contract value.)

<Table>
<Caption>
GROWTH
RATE ANNUAL FEE AS A % OF YOUR INCOME BENEFIT BASE*
- ------ ----------------------------------------------

0% 0.10%
</Table>

* The Income Benefit Base, which is described more fully in the prospectus is
generally calculated by using your contract value on the date of your effective
enrollment in the program and then each subsequent contract anniversary, adding
purchase payments made since the prior contract anniversary, less proportionate
withdrawals, and fees and charges applicable to those withdrawals.

ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of daily net asset value)

<Table>

Mortality Risk Charge.......................... 1.05%
Expense Risk Charge............................ 0.35%
Distribution Expense Charge.................... 0.15%
----
Total Separate Account Expenses....... 1.55%
</Table>

OPTIONAL EARNINGS ADVANTAGE FEE

(Earnings Advantage, an enhanced death benefit feature which is described more
fully in the prospectus is optional and if elected, the fee is an annualized
charge that is deducted daily from your contract value.)

<Table>

Fee as a percentage of your
daily net asset value......... 0.25%
</Table>

INVESTMENT PORTFOLIO EXPENSES OF VARIABLE PORTFOLIOS

SEASONS SERIES TRUST

(as a percentage of daily net asset value after any applicable reimbursement or
waiver of expenses,

as of the fiscal year end of the Trust ending March 31, 2001)

<Table>
<Caption>
MANAGEMENT 12b-1 SERVICE OTHER TOTAL ANNUAL
FEES(1) FEES+(1) EXPENSES(1) EXPENSES(1)
- ---------------------------------------------------------------------------------------------------

SELECT PORTFOLIOS
Large Cap Growth(2) 0.80% 0.15% 0.30% 1.25%
Large Cap Composite(2) 0.80% 0.15% 0.30% 1.25%
Large Cap Value(2) 0.80% 0.15% 0.30% 1.25%
Mid Cap Growth(2) 0.85% 0.15% 0.30% 1.30%
Mid Cap Value(2) 0.85% 0.15% 0.30% 1.30%
Small Cap(2) 0.85% 0.15% 0.30% 1.30%
International Equity(2) 1.00% 0.15% 0.30% 1.45%
Diversified Fixed Income(2) 0.70% 0.15% 0.30% 1.15%
Cash Management(2) 0.55% 0.15% 0.30% 1.00%
- ---------------------------------------------------------------------------------------------------
FOCUSED PORTFOLIOS
Focus Growth*(2) 1.00% 0.15% 0.30% 1.45%
Focus Growth and Income*(2) 1.00% 0.15% 0.30% 1.45%
Focus Value*(2) 1.00% 0.15% 0.30% 1.45%
Focus TechNet*(2) 1.20% 0.15% 0.30% 1.65%
- ---------------------------------------------------------------------------------------------------
</Table>

* This portfolio was not available for sale during the entire fiscal year of the
Trust. The percentages are based on estimated amounts for the current fiscal
year.

(1)Annualized.

(2)For this portfolio, the advisor, SunAmerica Asset Management Corp., has
voluntarily agreed to waive fees or expenses, if necessary, to keep operating
expenses at or below established maximum amounts. All waivers or
reimbursements may be terminated at any time. Only certain portfolios relied
upon these waivers and/or reimbursements during the fiscal year, absent fee
waivers or reimbursements of expenses by the advisor (or custody credits) the
annualized expenses during the fiscal year would have been: Large Cap Growth
(1.44%), Large Cap Composite (1.87%), Large Cap Value (1.64%), Mid Cap Growth
(1.62%), Mid Cap Value (1.64%), Small Cap (1.84%), International Equity
(2.46%), Diversified Fixed Income (1.66%), Cash Management (1.80%), Focus
Growth (1.90%), Focus TechNet (3.81%) and Focus Growth and Income (4.35%).

INVESTMENT PORTFOLIO EXPENSES BY SEASONS STRATEGY

(based on the total annual expenses of the underlying investment portfolios
reflected below after any applicable reimbursement or waiver of expenses, as of
the fiscal year end of the Trust ending March 31, 2001)

SEASONS STRATEGY
Growth 0.87% 0.15% 0.12% 1.14%
Moderate Growth 0.85% 0.15% 0.12% 1.12%
Balanced Growth 0.83% 0.15% 0.16% 1.14%
Conservative Growth 0.80% 0.15% 0.21% 1.16%
- ---------------------------------------------------------------------------------------------------
</Table>

(1)Annualized.

IMPORTANT INFORMATION ABOUT PORTFOLIO EXPENSES IF INVESTED IN SEASONS
STRATEGIES:

The Investment Portfolio Expenses table set forth below identifies the total
investment expenses charged by the underlying investment portfolios of Seasons
Series Trust. Each contractholder invested in a SEASONS STRATEGY will incur only
a portion of the investment expense of those portfolios in which the SEASONS
STRATEGY invests. The table above entitled "Investment Portfolio Expenses by
SEASONS STRATEGY" shows an approximation of the total investment expenses a
contractholder may incur if invested in each respective SEASONS STRATEGY, after
the automatic quarterly rebalancing of such SEASONS STRATEGY as described on
page 14. The actual investment expenses incurred by contractholders within a
SEASONS STRATEGY will vary depending upon the daily net asset value of each
investment portfolio in which such SEASONS STRATEGY is invested.

INVESTMENT PORTFOLIO EXPENSES
FOR SEASONS STRATEGY UNDERLYING PORTFOLIOS

(as a percentage of daily net asset value of each investment portfolio as of the
fiscal year end

of the Trust ending March 31, 2001)

SEASONS STRATEGY UNDERLYING
PORTFOLIOS
Stock 0.85% 0.15% 0.08% 1.08%
Asset Allocation: Diversified
Growth(2) 0.85% 0.15% 0.12% 1.12%
Multi-Managed Growth 0.89% 0.15% 0.15% 1.19%
Multi-Managed Moderate Growth 0.85% 0.15% 0.14% 1.14%
Multi-Managed Income/Equity 0.81% 0.15% 0.20% 1.16%
Multi-Managed Income 0.77% 0.15% 0.28% 1.20%
- ---------------------------------------------------------------------------------------------------
</Table>

(1)Annualized.

(2)Gross of custody credits of 0.01%.

+Although the 12b-1 fees are reflected in the numbers shown here, it was not in
effect for the entire fiscal year ended 2001.

THE ABOVE INVESTMENT PORTFOLIO EXPENSES WERE PROVIDED BY SEASONS SERIES TRUST.
WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

EXAMPLES

You will pay the following expenses on a $1,000 investment in each Select
Portfolio, Focused Portfolio or Seasons Strategy, assuming a 5% annual return on
assets, Portfolio Expenses after waiver, reimbursement or recoupment, (assuming
the waiver, reimbursement or recoupment will continue for the period shown) if
applicable and:

(a) you surrender the contract at the end of the stated time period and
no optional features are elected.

(b) you elect the optional Seasons Estate Advantage, Earnings Advantage
and the Income Protector features with the highest charge offered
[0.15%, 0.25% and 0.10%, respectively], and you surrender the
contract at the end of the stated period.

(d) you elect the optional Seasons Estate Advantage, Earnings Advantage
and the Income Protector features with the highest charge [0.15%,
0.25% and 0.10%, respectively], and you do not surrender the
contract.

<Table>
<Caption>
TIME PERIODS
- ----------------------------------------------------------------------------------------
SELECT PORTFOLIOS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------

Large Cap Growth (a) $ 99 (a) $149 (a) $152 (a) $321
(b) $104 (b) $164 (b) $176 (b) $367
(c) $ 29 (c) $ 89 (c) $152 (c) $321
(d) $ 34 (d) $104 (d) $176 (d) $367
Large Cap Composite (a) $ 99 (a) $149 (a) $152 (a) $321
(b) $104 (b) $164 (b) $176 (b) $367
(c) $ 29 (c) $ 89 (c) $152 (c) $321
(d) $ 34 (d) $104 (d) $176 (d) $367
Large Cap Value (a) $ 99 (a) $149 (a) $152 (a) $321
(b) $104 (b) $164 (b) $176 (b) $367
(c) $ 29 (c) $ 89 (c) $152 (c) $321
(d) $ 34 (d) $104 (d) $176 (d) $367
Mid Cap Growth (a) $100 (a) $151 (a) $155 (a) $326
(b) $105 (b) $166 (b) $179 (b) $372
(c) $ 30 (c) $ 91 (c) $155 (c) $326
(d) $ 35 (d) $106 (d) $179 (d) $372
Mid Cap Value (a) $100 (a) $151 (a) $155 (a) $326
(b) $105 (b) $166 (b) $179 (b) $372
(c) $ 30 (c) $ 91 (c) $155 (c) $326
(d) $ 35 (d) $106 (d) $179 (d) $372
Small Cap (a) $100 (a) $151 (a) $155 (a) $326
(b) $105 (b) $166 (b) $179 (b) $372
(c) $ 30 (c) $ 91 (c) $156 (c) $326
(d) $ 35 (d) $106 (d) $179 (d) $372
International Equity (a) $101 (a) $155 (a) $162 (a) $340
(b) $106 (b) $170 (b) $186 (b) $385
(c) $ 31 (c) $ 95 (c) $162 (c) $340
(d) $ 36 (d) $110 (d) $186 (d) $385
Diversified Fixed Income (a) $ 98 (a) $146 (a) $147 (a) $312
(b) $103 (b) $161 (b) $172 (b) $358
(c) $ 28 (c) $ 86 (c) $147 (c) $312
(d) $ 33 (d) $101 (d) $172 (d) $358
Cash Management (a) $ 97 (a) $142 (a) $140 (a) $297
(b) $102 (b) $157 (b) $164 (b) $345
(c) $ 27 (c) $ 82 (c) $140 (c) $297
(d) $ 32 (d) $ 97 (d) $164 (d) $345
- ----------------------------------
</Table>

* We do not currently charge a surrender charge upon annuitization, unless the
contract is annuitized under the Income Protector Program. We will assess any
applicable surrender charges upon annuitizations effected using the Income
Protector Program as if you had fully surrendered your contract.

<Table>
<Caption>
- ----------------------------------------------------------------------------------------
FOCUSED PORTFOLIOS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------

Focus Growth (a) $101 (a) $155 (a) $162 (a) $340
(b) $106 (b) $170 (b) $186 (b) $385
(c) $ 31 (c) $ 95 (c) $162 (c) $340
(d) $ 36 (d) $110 (d) $186 (d) $385
Focus Growth and Income (a) $101 (a) $155 (a) $162 (a) $340
(b) $106 (b) $170 (b) $186 (b) $385
(c) $ 31 (c) $ 95 (c) $162 (c) $340
(d) $ 36 (d) $110 (d) $186 (d) $385
Focus Value (a) $101 (a) $155 (a) $162 (a) $340
(b) $106 (b) $170 (b) $186 (b) $385
(c) $ 31 (c) $ 95 (c) $162 (c) $340
(d) $ 36 (d) $110 (d) $186 (d) $385
Focus TechNet (a) $103 (a) $161 (a) $172 (a) $358
(b) $108 (b) $176 (b) $195 (b) $403
(c) $ 33 (c) $101 (c) $172 (c) $358
(d) $ 38 (d) $116 (d) $195 (d) $403
- ----------------------------------
</Table>

<Table>
<Caption>
- ----------------------------------------------------------------------------------------
SEASONS STRATEGIES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------

Growth (a) $ 98 (a) $146 (a) $147 (a) $311
(b) $103 (b) $161 (b) $171 (b) $357
(c) $ 28 (c) $ 86 (c) $147 (c) $311
(d) $ 33 (d) $101 (d) $171 (d) $357
Moderate Growth (a) $ 98 (a) $146 (a) $146 (a) $309
(b) $103 (b) $160 (b) $170 (b) $356
(c) $ 28 (c) $ 86 (c) $146 (c) $309
(d) $ 33 (d) $100 (d) $170 (d) $356
Balanced Growth (a) $ 98 (a) $146 (a) $147 (a) $311
(b) $103 (b) $161 (b) $171 (b) $357
(c) $ 28 (c) $ 86 (c) $147 (c) $311
(d) $ 33 (d) $101 (d) $171 (d) $357
Conservative Growth (a) $ 98 (a) $147 (a) $148 (a) $313
(b) $103 (b) $161 (b) $172 (b) $359
(c) $ 28 (c) $ 87 (c) $148 (c) $313
(d) $ 33 (d) $101 (d) $172 (d) $359
- ----------------------------------------------------------------------------------------
</Table>

EXPLANATION OF FEE TABLES AND EXAMPLES

1. The purpose of the Fee Tables is to show you the various expenses you will
incur directly and indirectly by investing in the contract. The example
reflects owner transaction expenses, separate account expenses including
optional benefit fees in some examples and investment portfolio expenses by
SELECT PORTFOLIO, FOCUSED PORTFOLIO and SEASONS STRATEGY. We converted the
contract administration charge to a percentage (0.09%) using an assumed
contract size of $40,000. The actual impact of the administration charge may
differ from this percentage and may be waived for contract values over
$50,000. Additional information on the portfolio company fees can be found in
the Trust prospectus located behind this prospectus.

2. The Examples assume that no transfer fees were imposed. Premium taxes are not
reflected but may be applicable.

3.For certain underlying investment portfolios in which the SELECT PORTFOLIOS,
FOCUSED PORTFOLIOS and SEASONS STRATEGIES invest, the adviser voluntarily
agreed to waive fees or reimburse expenses, if necessary, to keep annual
operating expenses at or below the following percentages of each of the
following Portfolios' average net assets: Large Cap Growth Portfolio 1.25%,
Large Cap Composite Portfolio 1.25%, Large Cap Value Portfolio 1.25%, Mid Cap
Growth Portfolio 1.30%, Mid Cap Value Portfolio 1.30%, Small Cap Portfolio
1.30%, International Equity Portfolio 1.45%, Diversified Fixed Income
Portfolio 1.15%, Focus Growth 1.45%, Focus Value 1.45%, Focus TechNet 1.65%,
Focus Growth and Income 1.45%. These expense caps are also net of custody
credits as follows: 0.01% for Large Cap Growth, Large Cap Composite, Large Cap
Value, Mid Cap Growth, Diversified Fixed Income, and 0.02% for Focus Growth,
0.21% for Focus TechNet and 0.20% for Focus Growth and Income.

4. THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

As of date of this Prospectus sales of the Seasons Triple Elite Variable Annuity
have not begun.

Therefore no Condensed Financial Information is shown in this prospectus.

THE SEASONS TRIPLE ELITE VARIABLE ANNUITY

- --------------------------------------------------------------------------------

An annuity is a contract between you and an insurance company. You are the owner
of the contract. The contract provides three main benefits:

- Tax Deferral: You do not pay taxes on your earnings from the annuity
until you withdraw them.

- Death Benefit: If you die during the Accumulation Phase, the insurance
company pays a death benefit to your Beneficiary.

- Guaranteed Income: If elected, you receive a stream of income for your
lifetime, or another available period you select.

Tax-qualified retirement plans (e.g., IRAs, 401(k) or 403(b) plans) defer
payment of taxes on earnings until withdrawn. If you are considering funding a
tax-qualified retirement plan with an annuity, you should know that an annuity
does not provide any additional tax deferral treatment of earnings beyond the
treatment provided by the tax-qualified retirement plan itself. However,
annuities do provide other features and benefits which may be valuable to you.
You should fully discuss this decision with your financial advisor.

This annuity was developed to help you contribute to your retirement savings.
This annuity works in two stages, the Accumulation Phase and the Income Phase.
Your contract is in the Accumulation Phase during the period when you make
payments into the contract. The Income Phase begins when you request us to start
making payments to you out of the money accumulated in your contract.

The Contract is called a "variable" annuity because it allows you to invest in
variable investment portfolios which we call SELECT PORTFOLIOS, FOCUSED
PORTFOLIOS and SEASONS STRATEGIES. The SELECT PORTFOLIOS, FOCUSED PORTFOLIOS and
SEASONS STRATEGIES, are similar to mutual funds, in that they have specific
investment objectives and their performance varies. You can gain or lose money
if you invest in these SELECT PORTFOLIOS, FOCUSED PORTFOLIOS or SEASONS
STRATEGIES. The amount of money you accumulate in your contract depends on the
performance of the SELECT PORTFOLIO(S), FOCUSED PORTFOLIO(S) or SEASONS
STRATEGY(IES) in which you invest.

The Contract also offers several fixed account options for varying time periods.
Fixed account options earn interest at a rate set and guaranteed by Anchor
National. If you allocate money to the fixed account options, the amount of
money that accumulates in your Contract depends on the total interest credited
to the particular fixed account option(s) in which you are invested.

For more information on SELECT PORTFOLIOS, FOCUSED PORTFOLIOS, SEASONS
STRATEGIES and fixed account options available under this contract, SEE
INVESTMENT OPTIONS PAGE 12.

Anchor National issues the Seasons Triple Elite Variable Annuity. When you
purchase a Seasons Triple Elite Variable Annuity, a contract exists between you
and Anchor National. The Company is a stock life insurance company organized
under the laws of the state of Arizona. Its principal place of business is 1
SunAmerica Center, Los Angeles, California 90067. The Company conducts life
insurance and annuity business in the District of Columbia and all states except
New York. Anchor National is an indirect, wholly owned subsidiary of American
International Group, Inc., a Delaware corporation. Seasons Triple Elite Variable
Annuity may not currently be available in all states. Please check with your
financial advisor regarding availability in your state.

This annuity is designed for investors whose personal circumstances allow for a
long-term investment time horizon, to assist in contributing to retirement
savings. As a function of the Internal Revenue Code ("IRC"), you may be assessed
a 10% federal tax penalty on any withdrawal made prior to your reaching age
59 1/2. Additionally, this contract provides that you will be charged a
withdrawal charge on each Purchase Payment withdrawn if that Purchase Payment
has not been invested in this contract for at least 3 years. Because of the
potential penalty, you should fully discuss all of the benefits and risks of
this contract with your financial adviser prior to purchase.

PURCHASING A SEASONS TRIPLE ELITE
VARIABLE ANNUITY

- --------------------------------------------------------------------------------

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

This chart shows the minimum initial and subsequent Purchase Payments permitted
under your contract. These amounts depend upon whether a contract is Qualified
or Non-qualified for tax purposes.

<Table>
<Caption>
MINIMUM
SUBSEQUENT MINIMUM SUBSEQUENT
MINIMUM INITIAL PURCHASE PURCHASE PAYMENT--
PURCHASE PAYMENT PAYMENT-- AUTOMATIC PAYMENT PLAN
---------------- ---------------- ----------------------

Qualified $ 2,000 $ 250 $100
Non-qualified $ 10,000 $ 500 $100
</Table>

Prior Company approval is required to accept Purchase Payments greater than
$1,500,000. The Company reserves the right to refuse any Purchase Payment
including one which would cause Total Purchase Payments to exceed $1,500,000 at
the time of the Purchase Payment. Further, we reserve the right to aggregate all
contracts having the same owners' and/or annuitants' social security or federal
tax identification number for purposes of determining which contracts and/or
purchase payments require Company pre-approval. Also, the optional Automatic
Payment Plan allows you to make subsequent payments as small as $100.

In general, we will not issue a Qualified contract to anyone who is age 70 1/2
or older, unless they certify to us that the minimum distribution required by
the federal tax code is being made. In addition, we may not issue a contract to
anyone age 91 or older. Neither Seasons Estate Advantage nor Earnings Advantage
is available to you if you are age 81 or older at the time of contract issue.

We allow spouses to jointly own this contract. However, the age of the older
spouse is used to determine the availability of any age driven benefits. The
addition of a joint owner after the contract has been issued in contingent upon
prior review and approval by the Company.

ALLOCATION OF PURCHASE PAYMENTS

We invest your Purchase Payments in the fixed accounts, SELECT PORTFOLIO(S),
FOCUSED PORTFOLIO(S) and/or SEASONS STRATEGY(IES) according to your
instructions. If we receive a Purchase Payment without allocation instructions,
we will invest the money according to your last allocation instructions.
Purchase Payments are applied to your contract based upon the value of the
variable investment option next determined after receipt of your money. SEE
INVESTMENT OPTIONS PAGE 12.

In order to issue your contract, we must receive your completed application,
Purchase Payment allocation instructions and any other required paper work at
our Annuity Service Center. We allocate your initial Purchase Payment within two
days of receiving it. If we do not have complete information necessary to issue
your contract, we will contact you. If we do not have the information necessary
to issue your contract within 5 business days we will:

- Send your money back to you; or

- Ask your permission to keep your money until we get the information
necessary to issue the contract.

ACCUMULATION UNITS

The value of the variable portion of your contract will go up or down depending
upon the investment performance of the SELECT PORTFOLIO(S), FOCUSED PORTFOLIO(S)
or SEASONS STRATEGY(IES) you select. In order to keep track of the value of your
contract, we use a unit of measure called an Accumulation Unit which works like
a share of a mutual fund. During the Income Phase, we call them Annuity Units.

An Accumulation Unit value is determined each day that the New York Stock
Exchange ("NYSE") is open. We base the number of units you receive on the unit
value of the variable investment option as of the date we receive your money, if
we receive it before 1:00 p.m. Pacific Standard Time (PST) and on the next day's
unit value if we

receive your money after 1:00 p.m. PST. We calculate an Accumulation Unit for
each SEASONS STRATEGY, SELECT PORTFOLIO or FOCUSED PORTFOLIO after the NYSE
closes each day. We do this by:

1. determining the total value of money invested in a particular SEASONS
STRATEGY, SELECT PORTFOLIO or FOCUSED PORTFOLIO;

2. subtracting from that amount any asset-based charges and any other
charges such as taxes we have deducted; and

3. dividing this amount by the number of outstanding Accumulation Units.

EXAMPLE:

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

FREE LOOK

You may cancel your contract within ten days after receiving it (or longer if
required by state law). We call this a "free look." To cancel, you must mail the
contract along with your free look request to our Annuity Service Center at P.O.
Box 54299, Los Angeles, California 90054-0299.

If you decide to cancel your contract during the free look period, we will
refund to you the value of your contract on the day we receive your request. The
amount refunded to you may be more or less than your original investment.

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. With respect to those contracts, we reserve
the right to put your money in the Cash Management investment option during the
free look period and will allocate your money according to your instructions at
the end of the applicable free look period. Currently, we do not put your money
in the Cash Management investment option during the free look period unless you
allocate your money to it. If your contract was issued 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. At the end of the free look period, we allocate your
money according to your instructions.

INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

The contract offers variable investment options which we call SELECT PORTFOLIOS,
FOCUSED PORTFOLIOS and SEASONS STRATEGIES, and fixed investment options. We
designed the contract to meet your varying investment needs over time. You can
achieve this by using the SELECT PORTFOLIOS, FOCUSED PORTFOLIOS and/or SEASONS
STRATEGIES alone or in concert with the fixed investment options. The SELECT
PORTFOLIOS, FOCUSED PORTFOLIOS and SEASONS STRATEGIES operate similar to a
mutual fund but are only available through the purchase of certain variable
annuities. A mixture of your investment in the SELECT PORTFOLIOS, FOCUSED
PORTFOLIOS and/or SEASONS STRATEGIES and fixed account options may lower the
risk associated with investing only in a variable investment option.

VARIABLE INVESTMENT OPTIONS

Each of the variable investment options of the contract invests in underlying
portfolios of Seasons Series Trust. SAAMCo, an affiliate of Anchor National,
manages Seasons Series Trust. SAAMCo has engaged sub-advisers to provide
investment advice for certain of the underlying investment portfolios.

YOU SHOULD READ THE PROSPECTUS FOR THE SEASONS SERIES TRUST CAREFULLY BEFORE
INVESTING. THE TRUST PROSPECTUS WHICH IS ATTACHED HERETO CONTAINS DETAILED
INFORMATION ABOUT THE UNDERLYING INVESTMENT PORTFOLIOS INCLUDING INVESTMENT
OBJECTIVE AND RISK FACTORS.

THE PORTFOLIOS

The contract offers nine SELECT PORTFOLIOS, each with a distinct investment
objective, utilizing a disciplined investing style to achieve its objective.
Each SELECT PORTFOLIO invests in an underlying investment portfolio of the
Seasons Series Trust. Except for the Cash Management portfolio, each underlying
portfolio is multi-managed by a team of three money managers, one component of
the underlying portfolios is an unmanaged component that tracks a particular
target index or subset of an index. The other two components are actively
managed. The unmanaged component of each underlying portfolio is intended to
balance some of the risks associated with an actively traded portfolio.

The contract also currently offers four FOCUSED PORTFOLIOS. Each multi-managed
FOCUSED PORTFOLIO offers you at least three different professional managers, one
of which may be SAAMCo, and each of which advises a separate portion of the
FOCUSED PORTFOLIO. Each manager actively selects a limited number of stocks that
represent their best stock selections. This approach to investing results in a
more concentrated portfolio, which will be less diversified than the SELECT
PORTFOLIOS, and may be subject to greater market risks.

Each underlying PORTFOLIO and the respective managers are:

<Table>

SELECT PORTFOLIOS FOCUSED PORTFOLIOS
LARGE CAP GROWTH MID CAP GROWTH INTERNATIONAL EQUITY FOCUS GROWTH
AIG Global AIGGIC AIGGIC Fred Alger Management,
Investment Corp. T. Rowe Price GSAM-Int'l Inc. ("Alger")
("AIGGIC") Wellington Lord Abbett Jennison Associates LLC.
Goldman Sachs Asset Management ("Jennison")
Management ("GSAM") DIVERSIFIED FIXED INCOME Marsico Capital
Janus Capital MID CAP VALUE AIGGIC Management, LLC
Corporation AIGGIC SAAMCo ("Marsico")
("Janus") GSAM Wellington Management
Lord Abbett & FOCUS GROWTH & INCOME
LARGE CAP COMPOSITE Co. CASH MANAGEMENT Harris Associates L.P.
AIGGIC ("Lord Abbett") SAAMCo ("Harris")
SunAmerica Asset Marsico
Management SMALL CAP SAAMCo
Corporation AIGGIC
("SAAMCo") Lord Abbett FOCUS VALUE
T. Rowe Price SAAMCo Third Avenue
Associates, Inc. Thornburg Investment
("T. Rowe Price") Management, Inc.
("Thornburg")
LARGE CAP VALUE American Century
AIGGIC Investment Management,
T. Rowe Price Inc. ("American Century")
Wellington
Management Company, FOCUS TECHNET
LLP. ("Wellington Dresdner RCM Global
Management") Investors LLC ("Dresdner")
SAAMCo
Van Wagoner Capital
Management, Inc. ("Van
Wagoner")
</Table>

PORTFOLIO OPERATION

Each PORTFOLIO is designed to meet a distinct investment objective facilitated
by the management philosophy of three different money managers (except for the
Cash Management portfolio). Generally, the Purchase Payments received for
allocation to each PORTFOLIO will be allocated equally among the three managers
for that PORTFOLIO. Each quarter SAAMCo will evaluate the asset allocation
between the three managers of each PORTFOLIO. If SAAMCo determines that the
assets have become significantly unequal in allocation among the

managers, then the incoming cash flows may be redirected in an attempt to
stabilize the allocations. Generally, existing PORTFOLIO assets will not be
rebalanced. However, we reserve the right to do so in the event that it is
deemed necessary and not adverse to the interests of contract owners invested in
the PORTFOLIO.

THE SEASONS STRATEGIES

The contract offers four multi-manager variable investment SEASONS STRATEGIES,
each with a different investment objective. We designed the SEASONS STRATEGIES
utilizing an asset allocation approach to meet your investment needs over time,
considering factors such as your age, goals and risk tolerance. However, each
SEASONS STRATEGY is designed to achieve different levels of growth over time.

Each SEASONS STRATEGY invests in three underlying investment portfolios of the
Seasons Series Trust. The allocation of money among these investment portfolios
varies depending on the objective of the SEASONS STRATEGY.

The underlying investment portfolios of Seasons Series Trust in which the
SEASONS STRATEGIES invest include the Asset Allocation: Diversified Growth
Portfolio, the Stock Portfolio and the Multi-Managed Growth, Multi-Managed
Moderate Growth, Multi-Managed Income/Equity and Multi-Managed Income Portfolios
(the "Multi-Managed Portfolios").

The Asset Allocation: Diversified Growth Portfolio is managed by Putnam. The
Stock Portfolio is managed by T. Rowe Price. All of the Multi-Managed Portfolios
include the same three basic investment components: a growth component managed
by Janus, a balanced component managed by SAAMCo and a fixed income component
managed by Wellington, LLP. The Growth SEASONS STRATEGY and the Moderate Growth
SEASONS STRATEGY also have an aggressive growth component which SAAMCo manages.
The percentage that any one of these components represents in each Multi-Managed
Portfolio varies in accordance with the investment objective.

Each SEASONS STRATEGY uses an investment approach based on asset allocation.
This approach is achieved by each SEASONS STRATEGY investing in distinct
percentages in three specific underlying funds of the Seasons Series Trust. In
turn, the underlying funds invest in a combination of domestic and international
stocks, bonds and cash. Based on the percentage allocation to each specific
underlying fund and each underlying fund's investment approach, each SEASONS
STRATEGY initially has a neutral asset allocation mix of stocks, bonds and cash.

SEASONS STRATEGY REBALANCING

Each SEASONS STRATEGY is designed to meet its investment objective by allocating
a portion of your money to three different investment portfolios. At the
beginning of each quarter a rebalancing occurs among the underlying funds to
realign each SEASONS STRATEGY with its distinct percentage investment in the
three underlying funds. This rebalancing is designed to help maintain the
neutral asset allocation mix for each SEASONS STRATEGY. The pie charts on the
following pages demonstrate:

- the neutral asset allocation mix for each SEASONS STRATEGY; and

- the percentage allocation in which each SEASONS STRATEGY invests.

On the first business day of each quarter (or as close to such date as is
administratively practicable) your money will be allocated among the various
investment portfolios according to the percentages set forth on the prior pages.
Additionally, within each Multi-Managed Portfolio, your money will be rebalanced
among the various components. We also reserve the right to rebalance any SEASONS
STRATEGY more frequently if rebalancing is deemed necessary and not adverse to
the interests of contract owners invested in such SEASONS STRATEGY. Rebalancing
a SEASONS STRATEGY may involve shifting a portion of assets out of underlying
investment portfolios with higher returns into underlying investment portfolios
with relatively lower returns.

<Table>

GROWTH BALANCED GROWTH
GOAL: Long-term growth of capital, allocating its GOAL: Focuses on conservation of principal by investing in a
assets primarily to stocks. This SEASONS STRATEGY may be more balanced weighting of stocks and bonds, with a
best suited for those with longer periods to invest. secondary objective of seeking a high total return. This
SEASONS STRATEGY may be best suited for those approaching
[GROWTH CHART] retirement and with less tolerance for investment risk.
Bonds 15% Cash 5% Stocks 80% [BALANCED GROWTH CHART]
UNDERLYING INVESTMENT Bonds 40% Cash 5% Stocks 55%
PORTFOLIOS & MANAGERS UNDERLYING INVESTMENT
PORTFOLIOS & MANAGERS
MULTI-MANAGED GROWTH PORTFOLIO 50%
Managed by: MULTI-MANAGED INCOME/EQUITY PORTFOLIO 55%
Janus Capital Corporation Managed by:
SunAmerica Asset Management Corp. Janus Capital Corporation
Wellington Management Company, LLP SunAmerica Asset Management Corp.
Wellington Management Company, LLP
STOCK PORTFOLIO 25%
Managed by T. Rowe Price Associates, Inc. STOCK PORTFOLIO 20%
Managed by T. Rowe Price Associates, Inc.
ASSET ALLOCATION: DIVERSIFIED GROWTH PORTFOLIO 25%
Managed by Putnam Investment Management, Inc. ASSET ALLOCATION: DIVERSIFIED GROWTH PORTFOLIO 25%
Managed by Putnam Investment Management, Inc.
</Table>

<Table>

MODERATE GROWTH CONSERVATIVE GROWTH
GOAL: Growth of capital through investments in GOAL: Capital preservation while maintaining some potential
equities, with a secondary objective of conservation of for growth over the long term. This SEASONS STRATEGY may be
principal by allocating more of its assets to bonds than best suited for those with lower investment risk tolerance.
the Growth SEASONS STRATEGY. This SEASONS STRATEGY may be
best suited for those nearing retirement years but still [CONSERVATIVE GROWTH CHART]
earning income. Bonds 53% Cash 5% Stocks 42%
[MODERATE GROWTH CHART] UNDERLYING INVESTMENT
Bonds 25% Cash 5% Stocks 70% PORTFOLIOS & MANAGERS
UNDERLYING INVESTMENT
PORTFOLIOS & MANAGERS MULTI-MANAGED INCOME PORTFOLIO 60%
Managed by:
MULTI-MANAGED MODERATE GROWTH PORTFOLIO 55% Janus Capital Corporation
Managed by: SunAmerica Asset Management Corp.
Janus Capital Corporation Wellington Management Company, LLP
SunAmerica Asset Management Corp.
Wellington Management Company, LLP STOCK PORTFOLIO 15%
Managed by T. Rowe Price Associates, Inc.
STOCK PORTFOLIO 20%
Managed by T. Rowe Price Associates, Inc. ASSET ALLOCATION: DIVERSIFIED GROWTH PORTFOLIO 25%
Managed by Putnam Investment Management, Inc.
ASSET ALLOCATION: DIVERSIFIED GROWTH PORTFOLIO 25%
Managed by Putnam Investment Management, Inc.
</Table>

FIXED INVESTMENT OPTIONS

The contract also offers three fixed investment options. Anchor National will
guarantee the interest rate earned on money you allocate to any of these fixed
investment options. We currently offer a fixed investment option for a period of
three years, which we call a guarantee period. Additionally, you have the option
of allocating your money to the 6-month and/or 1-year DCA fixed account. The
6-month DCA fixed account and/or the 1-year DCA fixed account (the "DCA fixed
accounts") are available only in conjunction with the Dollar Cost Averaging
Program. The 3-year fixed investment option may not be available in all states.
PLEASE SEE THE SECTION ON THE DOLLAR COST AVERAGING PROGRAM ON PAGE 18 for
additional information about, including limitations on, the availability and
operation of the DCA fixed accounts. The DCA fixed accounts are only available
for new Purchase Payments.

All of these fixed account options pay interest at rates set and guaranteed by
Anchor National. Interest rates may differ from time to time and are set at our
sole discretion. We will never credit less than a 3% annual effective rate to
any of the fixed account options. The interest rate offered for new Purchase
Payments may differ from that offered for subsequent Purchase Payments and money
already in the fixed account options. Rates for specified payments are declared
at the beginning of the guarantee period and do not change during the specified
period.

There are three scenarios in which you may put money into the fixed account
options. In each scenario your money may be credited a different rate of
interest as follows:

- INITIAL RATE: Rate credited to new Purchase Payments allocated to the
fixed account when you purchase your contract.

- CURRENT RATE: Rate credited to subsequent Purchase Payments allocated to
the fixed account.

- RENEWAL RATE: Rate credited to money remaining in a fixed account after
expiration of a guarantee period.

Each of these rates may differ from one another. Although once declared the
applicable rate is guaranteed until your guarantee period expires.

The DCA fixed accounts also credit a fixed rate of interest. Interest is
credited to amounts allocated to the 6-month or 1-year DCA fixed account while
your investment is systematically transferred to the SELECT PORTFOLIO(S),
FOCUSED PORTFOLIO(S) and/or SEASONS STRATEGY(IES). The rates applicable to the
DCA fixed accounts may differ from each other and/or the other fixed account
options but will never be less than an effective rate of 3%. SEE DOLLAR COST
AVERAGING ON PAGE 18 for more information.

When a guarantee period ends, you may leave your money in the same guarantee
period. You may also reallocate money to any of the SELECT PORTFOLIO(S), FOCUSED
PORTFOLIO(S) or SEASONS STRATEGY(IES). If you want to reallocate your money, you
must contact us within 30 days after the end of the current guarantee period and
instruct us how to reallocate your money. If we do not hear from you, we will
keep your money in the same guarantee period where it will earn the renewal
interest rate applicable at that time.

MARKET VALUE ADJUSTMENT

NOTE: MARKET VALUE ADJUSTMENTS APPLY TO THE 3-YEAR FIXED INVESTMENT OPTION ONLY.
THIS OPTION IS NOT AVAILABLE IN ALL STATES. PLEASE CONTACT YOUR INVESTMENT
REPRESENTATIVE FOR MORE INFORMATION. THE MARKET VALUE ADJUSTMENT DOES NOT APPLY
TO WITHDRAWALS TO PAY A DEATH BENEFIT OR CONTRACT FEES AND CHARGES.

If you take money out of the 3-year fixed investment option before the end of
the guarantee period, we make an adjustment to your contract. We refer to the
adjustment as a market value adjustment (the "MVA"). The MVA reflects any
difference in the interest rate environment between the time you place your
money in the fixed investment option and the time when you withdraw or transfer
that money. This adjustment can increase or decrease your contract value. You
have 30 days after the end of each guarantee period to reallocate your funds
without incurring any MVA.

We calculate the MVA by doing a comparison between current rates and the rate
being credited to you in the fixed investment option. For the current rate we
use a rate being offered by us for the guarantee period that is equal to the
guarantee period from which you seek withdrawals or transfers.

Generally, if interest rates drop between the time you put your money into the
fixed investment options 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 post a negative adjustment to your contract.

Where the MVA is negative, we first deduct the adjustment from any money
remaining in the fixed investment option. If there is not enough money in the
fixed investment option to meet the negative deduction, we deduct the remainder
from your withdrawal or transfer amount. Where the MVA is positive, we add the
adjustment to your withdrawal amount or transfer amount. For withdrawals under
the systematic withdrawal program that result in a negative MVA, the MVA amount
will be deducted from your withdrawal.

We will not assess a MVA against withdrawals made under the following
circumstances (1) to pay a death benefit; (2) for amounts withdrawn or
transferred from the fixed account within 30 days after the end of a guarantee
period; (3) to pay contract fees and charges; or (4) to begin the Income Phase
of your contract on the latest Annuity Date.

The DCA fixed accounts do not impose a MVA. These fixed investment options are
not registered under the Securities Act of 1933 and are not subject to the
provisions of the Investment Company Act of 1940.

Please see APPENDIX A for more information on how we calculate the MVA.

TRANSFERS DURING THE ACCUMULATION PHASE

During the Accumulation Phase, you may transfer money among the SELECT
PORTFOLIO(S), FOCUSED PORTFOLIO(S), SEASONS STRATEGY(IES). Funds already in your
contract cannot be transferred into the DCA fixed accounts. Transfers out of the
3-year fixed investment option may be subject to a MVA.

The minimum amount you can transfer is $100, or a lesser amount if you transfer
the entire balance from a SELECT PORTFOLIO, FOCUSED PORTFOLIO, SEASONS STRATEGY
or a fixed investment option. Any money remaining in a SELECT PORTFOLIO, FOCUSED
PORTFOLIO, SEASONS STRATEGY or fixed investment option after making a transfer
must equal at least $100.

You may request transfers of your account value among the SELECT PORTFOLIOS(S),
FOCUSED PORTFOLIO(S), SEASONS STRATEGY(IES) and/or the Fixed account options in
writing or by telephone. Additionally, you may access your account and request
transfers through SunAmerica's website (http://www.sunamerica.com). We currently
allow 15 free transfers per contract year. We charge $25 ($10 in Pennsylvania
and Texas) for each additional transfer in any contract year. Transfers
resulting from your participation in the DCA program count against your 15 free
transfers per contract year. However, transfers resulting from your
participation in the Automatic Asset Rebalancing Program do not count against
your 15 free transfers.

We accept transfer requests by telephone unless you tell us not to on your
contract application. Additionally, you may request transfers over the internet
unless you indicate you do not wish your account to be traded over the internet.
When receiving instructions over the telephone or the internet, we follow
appropriate 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 internet. If we fail to follow our procedures, we may be liable for any
losses due to unauthorized or fraudulent instructions.

For information regarding transfers during the Income Phase, SEE INCOME OPTIONS
ON PAGE 28.

We may limit the number of transfers in any contract year or refuse any transfer
request for you or others invested in the contract if we believe that excessive
trading or a specific transfer request or group transfer requests may have a
detrimental effect on unit values or the share prices of the underlying
portfolios.

Where permitted by law, we may accept your authorization for a third party to
make transfers for you subject to our rules. We reserve the right to suspend or
cancel such acceptance at any time and will notify you accordingly.
Additionally, we may restrict the investment options available for transfers
during any period in which such third party acts for you. We notify such third
party beforehand regarding any restrictions. However, we will not enforce these
restrictions if we are satisfied that such third party has been appointed by a
court of competent jurisdiction to

act on your behalf; or such third party is a trustee/fiduciary appointed, by you
or for you, to act on your behalf for all your financial affairs.

We may provide administrative or other support services to independent third
parties you authorize to make transfers on your behalf. We do not currently
charge you extra for providing these support services. This includes, but is not
limited to, transfers between investment options in accordance with market
timing strategies. Such independent third parties may or may not be appointed
with us for the sale of annuities. However, WE DO NOT ENGAGE ANY THIRD PARTIES
TO OFFER INVESTMENT ALLOCATION SERVICES OF ANY TYPE. WE TAKE NO RESPONSIBILITY
FOR THE INVESTMENT ALLOCATION AND TRANSFERS TRANSACTED ON YOUR BEHALF BY SUCH
THIRD PARTIES OR FOR ANY INVESTMENT ALLOCATION RECOMMENDATIONS MADE BY SUCH
PARTIES.

We reserve the right to modify, suspend or terminate the transfer privileges at
any time.

DOLLAR COST AVERAGING PROGRAM

The Dollar Cost Averaging ("DCA") program allows you to invest gradually in the
variable investment options. Under the program you systematically transfer a set
dollar amount, a percentage or number of transfers from any SELECT PORTFOLIO,
FOCUSED PORTFOLIO and/or SEASONS STRATEGY or from the 3-year fixed account
option (source accounts) to any other SELECT PORTFOLIO, FOCUSED PORTFOLIO or
SEASONS STRATEGY. Transfers may be monthly or quarterly. You may change the
frequency at any time by notifying us in writing. The minimum transfer amount
under the DCA program is $100, regardless of source account. Fixed account
options are not available as target accounts for the DCA program.

We also offer the 6-month and a 1-year DCA fixed accounts exclusively to
facilitate this program. The DCA fixed accounts only accept new Purchase
Payments. You can not transfer money already in your contract into these
options. If you allocate a Purchase Payment into a DCA fixed account, we
transfer all your money allocated to that account into the SELECT PORTFOLIO(S),
FOCUSED PORTFOLIO(S) or SEASONS STRATEGY(IES) you select over the selected
6-month or 1-year period. You cannot change the option or the frequency of
transfers once selected.

If allocated to the 6-month DCA fixed account, we transfer your money over a
maximum of 6 monthly transfers. We base the actual number of transfers on the
total amount allocated to the account. For example, if you allocate $500 to the
6-month DCA fixed account, we transfer your money over a period of five months,
so that each payment complies with the $100 per transfer minimum.

We determine the amount of the transfers from the 1-year DCA fixed account based
on:

- the total amount of money allocated to the account, and

- the frequency of transfers selected.

For example, let's say you allocate $1,000 to the 1-year DCA account and you
select monthly transfers, we completely transfer all of your money to the
selected investment options over a period of ten months.

You may terminate your DCA program at any time. Upon termination of the DCA
program, if money remains in the DCA fixed account, we transfer the remaining
money to the same target accounts as previously designated, unless we receive
different instructions from you. Transfers resulting from a termination of this
program do not count towards your 15 free transfers.

The DCA program is designed to lessen the impact of market fluctuations on your
investment. However, we cannot ensure that you will make a profit. When you
elect the DCA Program, you are continuously investing in securities regardless
of fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

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

EXAMPLE:

Assume that you want to gradually move $750 each quarter from the Cash
Management Portfolio to the Mid-Cap Value Portfolio over six quarters. You
set up Dollar Cost Averaging and purchase Accumulation Units at the
following values:

<Table>
<Caption>
QUARTER ACCUMULATION UNIT 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
</Table>

You paid an average price of only $6.67 per Accumulation Unit over six
quarters, 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.

ASSET ALLOCATION REBALANCING PROGRAM

Earnings in your contract may cause the percentage of your investment in each
investment option to differ from your original allocations. The Automatic Asset
Rebalancing Program addresses this situation. At your election, we periodically
rebalance your investments in the SEASONS STRATEGIES, SELECT PORTFOLIOS and/or
FOCUSED PORTFOLIOS to return your allocations to their original percentages.
Asset rebalancing typically involves shifting a portion of your money out of an
investment option with a higher return into an investment option with a lower
return. At your request, rebalancing occurs on a quarterly, semi-annual or
annual basis. Transfers made as a result of rebalancing do not count against
your 15 free transfers for the contract year. We reserve the right to modify,
suspend or terminate this program at any time.

PRINCIPAL ADVANTAGE PROGRAM

The Principal Advantage Program allows you to invest in one or more of the
SELECT PORTFOLIOS, FOCUSED PORTFOLIOS or SEASONS STRATEGIES without putting your
principal at direct risk. The program accomplishes this by allocating your
investment strategically between the fixed investment options (other than the
DCA fixed accounts) and the SELECT PORTFOLIO(S), FOCUSED PORTFOLIO(S) or SEASONS
STRATEGY(IES) you select. You decide how much you want to invest and
approximately when you want a return of principal. We calculate how much of your
Purchase Payment to allocate to the particular fixed investment option to ensure
that it grows to an amount equal to your total principal invested under this
program. We invest the rest of your principal in the SELECT PORTFOLIO(S),
FOCUSED PORTFOLIO(S) or SEASONS STRATEGY(IES) of your choice.

EXAMPLE:

Assume that you want to allocate a portion of your initial Purchase Payment
of $100,000 to the fixed investment option. You want the amount allocated
to the fixed investment option to grow to $100,000 in 3 years. If the
3-year fixed investment option is offering a 3% interest rate, we will
allocate $91,514 to the 3-year fixed investment option to ensure that this
amount will grow to $100,000 at the end of the 3-year period. The remaining
$8,486 may be allocated among the SELECT PORTFOLIOS, FOCUSED PORTFOLIOS or
SEASONS STRATEGIES, as determined by you, to provide opportunity for
greater growth.

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

VOTING RIGHTS

Anchor National is the legal owner of the Seasons Series Trust shares. However,
when an underlying variable portfolio solicits proxies in conjunction with a
vote of shareholders, 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. Should we determine that we
are no longer required to comply with these rules, we will vote the shares in
our own right.

SUBSTITUTION

If any of the underlying Trust portfolios become unavailable for investment, we
may be required to substitute shares of another underlying Trust portfolio. We
will seek prior approval of the SEC and give you notice before substituting
shares.

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

You can access money in your contract in two ways:

- by making a partial or total withdrawal, and/or;

- by receiving income payments during the Income Phase. SEE INCOME OPTIONS
ON PAGE 28.

Generally, we deduct a withdrawal charge applicable to any total or partial
withdrawal and a MVA if a partial withdrawal comes from the 3-year fixed
investment option prior to the end of a guarantee period. If you withdraw your
entire contract value, we also deduct any applicable premium taxes and a
contract maintenance fee. SEE EXPENSES ON PAGE 26. We calculate charges due on a
total withdrawal on the day after we receive your request and other required
paper work. We return your contract value less any applicable fees and charges.

The minimum partial withdrawal amount is $1,000. We require that the total
account balance left in any SELECT PORTFOLIO, FOCUSED PORTFOLIO, SEASONS
STRATEGY or fixed account be at least $500 after the withdrawal. You must send a
written withdrawal request. Unless you provide us with different instructions,
partial withdrawals will be made in equal amounts from each SELECT PORTFOLIO,
FOCUSED PORTFOLIO, SEASONS STRATEGY and the fixed investment option in which
your contract is invested. Withdrawals from fixed investment options prior to
the end of the guarantee period may result in a MVA.

FREE WITHDRAWAL PROVISION

Your contract provides for a free withdrawal amount each year. A free withdrawal
amount is the portion of your account that we allow you to take out each year
without being charged a surrender penalty. However, upon a future full surrender
of your contract any previous free withdrawals would be subject to a surrender
charge, if any is applicable at the time of the full surrender (except in the
state of Washington).

Purchase payments, above and beyond the amount of your free withdrawal amount,
that are withdrawn prior to the end of the third year will result in your paying
a penalty in the form of a surrender charge. The amount of the charge and how it
applies are discussed more fully below. SEE EXPENSES ON PAGE 26. You should
consider, before purchasing this contract, the effect this charge will have on
your investment if you need to withdraw more money than the free withdrawal
amount. You should fully discuss this decision with your financial
representative.

To determine your free withdrawal amount and your withdrawal charge, we refer to
two special terms. These are penalty free earnings and the total invested
amount.

The penalty-free earnings portion of your contract is simply your account value
less your total invested amount. The total invested amount is the total of all
Purchase Payments you have made into the contract less portions of

some prior withdrawals you made. The portions of prior withdrawals that reduce
your total invested amount are as follows:

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

- -Any prior withdrawals (including withdrawal charges on those withdrawals) of
the total invested amount on which you already paid a surrender penalty.

When you make a withdrawal, we assume that it is taken from penalty-free
earnings first, 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 charge.

During the first year after we issue your contract your free withdrawal amount
is the greater of (1) your penalty-free earnings; and (2) if you are
participating in the Systematic Withdrawal program, a total of 10% of your total
invested amount. If you are a Washington resident, you may withdraw during the
first contract year, the greater of (1); (2); or (3) interest earnings from the
amounts allocated to the fixed account options, not previously withdrawn.

After the first contract year, you can take out the greater of the following
amounts each year (1) your penalty-free earnings and any portion of your total
invested amount no longer subject to withdrawal charge or (2) 10% of the portion
of your total invested amount that has been in your contract for at least one
year. If you are a Washington resident, your maximum free withdrawal amount,
after the first contract year, is the greater of (1); (2); or (3) interest
earnings from amounts allocated to the fixed account options, not previously
withdrawn.

We calculate charges due on a total withdrawal on the day after we receive your
request and your contract. We return to you your contract value less any
applicable fees and charges.

The withdrawal charge percentage is determined by the age of the Purchase
Payment remaining in the contract at the time of the withdrawal. For the purpose
of calculating the withdrawal charge, any prior Free Withdrawal is not
subtracted from the total Purchase Payments still subject to withdrawal charges.

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
election of Seasons Estate Advantage, Earnings Advantage or Income Protector
options and no subsequent Purchase Payments. In contract year 2, you take out
your maximum free withdrawal of $10,000. After that free withdrawal your
contract value is $90,000. In contract year 3 you request a full surrender of
your contract. We will apply the following calculation,

A-(B x C)=D, where:

A=Your contract value at the time of your request for surrender ($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 (6%)[B x C=$6,000]

D=Your full surrender value ($84,000)

Under most circumstances, the partial withdrawal minimum is $1,000. We require
that the value left in any investment option be at least $100, after the
withdrawal. You must send a written withdrawal request. Unless you provide us
with different instructions, partial withdrawals will be made pro rata from each
Variable Portfolio and the fixed account option in which your contract is
invested.

Under certain Qualified plans, access to the money in your contract may be
restricted. Additionally, withdrawals made prior to age 59 1/2 may result in a
10% federal penalty tax. SEE TAXES ON PAGE 33.

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 option. Such deferrals are limited to no longer than six months.

SYSTEMATIC WITHDRAWAL PROGRAM

During the Accumulation Phase, you may elect to receive periodic income payments
under the systematic withdrawal program. Under the program, you may choose to
take monthly, quarterly, semi-annual or annual payments from your contract.
Electronic transfer of these funds to your bank account is also available. The
minimum amount of each withdrawal is $100. Withdrawals may be taxable and a 10%
federal penalty tax may apply if you are under age 59 1/2. There is no
additional charge for participating in this program, although a withdrawal
charge and/or MVA may apply.

The program is not available to everyone. Please check with our Annuity Service
Center, which can provide the necessary enrollment forms. We reserve the right
to modify, suspend or terminate this program at any time.

MINIMUM CONTRACT VALUE

Where permitted by state law, we may terminate your contract if both of the
following occur: (1) your contract 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. At the end of the notice
period, we will distribute the contract's remaining value to you.

QUALIFIED CONTRACT OWNERS

Certain Qualified plans restrict and/or prohibit your ability to withdraw money
from your contract. SEE TAXES ON PAGE 33 for a more detailed explanation.

DEATH BENEFIT

- --------------------------------------------------------------------------------

If you should die during the Accumulation Phase, your Beneficiary will receive a
death benefit. The death benefit options are discussed in detail below.

The death benefit is not paid after you are in the Income Phase. If you die
during the Income Phase, your Beneficiary will receive any remaining guaranteed
income payments in accordance with the income option you choose. SEE INCOME
OPTIONS ON PAGE 28.

You select the Beneficiary to receive any amounts payable on death. You may
change the Beneficiary at any time, unless you previously made an irrevocable
Beneficiary designation. A new Beneficiary designation is not effective until we
record the change.

We calculate and pay the death benefit when we receive all required paperwork
and satisfactory proof of death. We consider the following satisfactory proof of
death: (1) a certified copy of a death certificate; (2) a certified copy of a
decree of 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; or (4) any other proof satisfactory to us. We may also require additional
proof before we pay the death benefit.

The death benefit must be paid within 5 years of the date of death. The
Beneficiary may, in the alternative, elect to have the death benefit payable in
the form of an income payment. If the Beneficiary elects an income option, it
must be paid over the Beneficiary's lifetime or for a period not extending
beyond the Beneficiary's life expectancy. Income payments must begin within one
year of the owner's death. If the Beneficiary is the spouse of the deceased
owner, he or she can elect to continue the contract, rather than receive a death
benefit. SEE SPOUSAL CONTINUATION ON PAGE 25. If the Beneficiary does not elect
a specific form of pay out within 60 days of our receipt of all required
paperwork and satisfactory proof of death, we pay a lump sum death benefit to
the Beneficiary.

If the Annuitant dies before annuity payments begin, you can name a new
Annuitant. If no Annuitant is named within 30 days, you will become the
Annuitant. However, if the owner is a non-natural person (for example, a trust),
then the death of the Annuitant will be treated as the death of the owner, no
new Annuitant may be named and the death benefit will be paid.

This contract provides three death benefit options: the Standard Death Benefit
which is automatically included in your contract for no additional fee, an
optional enhanced death benefit called "Seasons Estate Advantage" which offers
you the selection of one of two options. If you choose the Seasons Estate
Advantage death benefit, you may also elect, for an additional fee, the Earnings
Advantage feature. Your death benefit elections must be made at the time of
contract application and the election cannot be terminated.

The term "Net Purchase Payment" is used frequently in explaining the death
benefit options. Net Purchase Payment is an on-going calculation. It does not
represent a contract value.

We define Net Purchase Payments as Purchase Payments less an Adjustment for each
withdrawal. If you have not taken any withdrawals from your contract, Net
Purchase Payments equals total Purchase Payments into your contract. To
calculate the Adjustment amount for the first withdrawal made under the
contract, we determine the percentage by which the withdrawal reduced contract
value. For example, a $10,000 withdrawal from a $100,000 contract is a 10%
reduction in value. This percentage is calculated by dividing the amount of each
withdrawal (including fees and charges applicable to the withdrawal) by the
contract value immediately before taking that withdrawal. The resulting
percentage is then multiplied by the amount of total Purchase Payments and
subtracted from the amount of total Purchase Payments on deposit at the time of
the withdrawal. The resulting amount is the initial Net Purchase Payment
calculation.

To arrive at the Net Purchase Payment calculation for subsequent withdrawals, we
determine the percentage by which the contract value is reduced by taking the
amount of the withdrawal in relation to the contract value immediately before
taking the withdrawal. We then multiply the Net Purchase Payment calculation as
determined prior to the withdrawal by this percentage. We subtract that result
from the Net Purchase Payment calculation as determined prior to the withdrawal
to arrive at all subsequent Net Purchase Payment calculations.

STANDARD DEATH BENEFIT

The Standard Death Benefit on your contract, is the greater of:

1. Net Purchase Payments compounded at a 3% annual growth rate from the
date of issue until the earlier of age 75 or the date of death, plus any
Purchase Payments recorded after the earlier of age 75 or the date of
death; and reduced for any withdrawals (and fees and charges applicable
to those withdrawals) recorded after the earlier of age 75 or the date
of death, in the same proportion that the withdrawal reduced the
contract value on the date of the withdrawal.

2. the contract value on the date we receive all required paperwork and
satisfactory proof of death.

SEASONS ESTATE ADVANTAGE DEATH BENEFIT(S)

For an additional fee, you may elect one of the Seasons Estate Advantage death
benefits which can provide greater protection for your beneficiaries. You must
chose between Option 1 and Option 2 at the time you purchase your contract and
you cannot change your election at any time. The Seasons Estate Advantage death
benefit is not available if you are age 81 or older at the time of contract
issue. The fee for Seasons Estate Advantage death benefit is 0.15% of the
average daily ending value of the assets you have allocated to the Variable
Portfolios.

OPTION 1 - 5% ACCUMULATION OPTION --

THE DEATH BENEFIT IS THE GREATER OF:

a. the contract value on the date we receive all required paperwork and
satisfactory proof of death; or

b. Net Purchase Payments compounded to the earlier of your 80th birthday or
the date of death, at a 5% annual growth rate, plus any Purchase
Payments recorded after the 80th birthday or the date of death; and

reduced for any withdrawals (and fees and charges applicable to those
withdrawals) recorded after the 80th birthday or the date of death, in
the same proportion that the withdrawal reduced the contract value on
the date of the withdrawal, up to a maximum benefit of two times the Net
Purchase Payments made over the life of your contract.

If you die after your latest Annuity Date and you selected the 5%
Accumulation Option, any death benefit payable under the contract will
be the Standard Death Benefit as described above. Therefore, your
beneficiary will not receive any benefit from Seasons Estate Advantage.
This option may not be available in your state. Check with your
investment representative regarding availability.

OPTION 2 - MAXIMUM ANNIVERSARY VALUE OPTION --

THE DEATH BENEFIT IS THE GREATEST OF:

a. Net Purchase Payments; or

b. the contract value on the date we receive all required paperwork and
satisfactory proof of death; or

c. the maximum anniversary value on any contract anniversary prior to your
81st birthday. The anniversary value equals the contract value on a
contract anniversary increased by any Purchase Payments recorded after
that anniversary; and reduced for any withdrawals (and fees and charges
applicable to those withdrawals) recorded after the anniversary, in the
same proportion that the withdrawal reduced the contract value on the
date of the withdrawal.

If you are age 90 or older at the time of death and you had selected the
Maximum Anniversary Value option, the death benefit will be equal to the
contract value on the date we receive all required paperwork and
satisfactory proof of death. Thus, you will not receive the advantage of
the Maximum Anniversary Value option if you are over age 80 at the time
of contract issue or if you are 90 or older at the time of your death.
This option may not be available in your state. Check with your
investment representative regarding availability.

B. EARNINGS ADVANTAGE

The Earnings Advantage benefit may increase the Seasons Estate Advantage death
benefit amount. In order to elect Earnings Advantage, you must also elect
Seasons Estate Advantage described above. The Earnings Advantage is available
for an additional charge of 0.25% of the average daily ending value of the
assets you have allocated to the Variable Portfolios. You are not required to
elect the Earnings Advantage feature if you select Seasons Estate Advantage but,
once elected, generally it cannot be terminated. Further, if you elect both
Seasons Estate Advantage and Earnings Advantage the combined charge will be
0.40% of the average daily ending value of the assets you have allocated to the
Variable Portfolios.

With the Earnings Advantage benefit, if you have earnings in your contract at
the time of death, we will add a percentage of those earnings (the "Earnings
Advantage Percentage"), subject to a maximum dollar amount (the "Maximum
Earnings Advantage Amount"), to the death benefit payable.

The Contract Year of Death will determine the Earnings Advantage Percentage and
the Maximum Earnings Advantage Amount, as set forth below:

<Table>
- ------------------------------------------------------------------------------------------------------------------
EARNINGS ADVANTAGE MAXIMUM
CONTRACT YEAR OF DEATH PERCENTAGE EARNINGS ADVANTAGE AMOUNT
- ------------------------------------------------------------------------------------------------------------------

Years 0 - 4 25% of Earnings 25% of Net Purchase Payments*
- ------------------------------------------------------------------------------------------------------------------
Years 5 - 9 40% of Earnings 40% of Net Purchase Payments*
- ------------------------------------------------------------------------------------------------------------------
Years 10+ 50% of Earnings 50% of Net Purchase Payments*
- ------------------------------------------------------------------------------------------------------------------
</Table>

* 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 the Net
Purchase Payments for the purpose of the Maximum Earnings Advantage Amount
calculation.

What is the Contract Year of Death?

Contract Year of Death is the number of full 12 month periods beginning with the
date your contract is issued and ending on the date of death.

What is the Earnings Advantage Percentage amount?

We determine the amount of the Earnings Advantage based upon a percentage of
earnings in your contract at the time of your death. For the purpose of this
calculation, earnings are defined as (1) minus (2) where

(1)equals the contract value on the date of death; and

(2) equals Net Purchase Payments.

What is the Maximum Earnings Advantage?

The Earnings Advantage benefit is subject to a maximum dollar amount. The
Maximum Earnings Advantage Amount is equal to a percentage of your Net Purchase
Payments.

Earning Advantage is not available if you are age 81 or older at the time we
issue your contract. Furthermore, a Continuing Spouse may not benefit from
Earnings Advantage if he/she is age 81 or older on the Continuation Date. SEE
SPOUSAL CONTINUATION BELOW. The Earnings Advantage benefit is not payable after
the latest Annuity Date. SEE INCOME OPTIONS ON PAGE 28.

Earnings Advantage may not be available in your state or through the
broker-dealer with which your financial advisor is affiliated. See your
financial advisor for information regarding availability.

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THESE DEATH BENEFIT
FEATURES (IN THEIR ENTIRETY OR ANY COMPONENT) AT ANY TIME FOR PROSPECTIVELY
ISSUED CONTRACTS.

SPOUSAL CONTINUATION

If you are the original owner of the contract and the Beneficiary is your
spouse, your spouse may elect to continue the contract after your death. The
spouse becomes the new owner ("Continuing Spouse"). Generally, the contract and
its elected features, if any, remain the same. The Continuing Spouse is subject
to the same fees, charges and expenses applicable to the original owner of the
contract. A spousal continuation can only take place upon the death of the
original owner of the contract.

Upon a spouse's continuation of the contract, 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
("Continuation Contribution"), if any. We calculate the Continuation
Contribution as of the date of the original owner's death. We will add the
Continuation Contribution as of the date we receive both the Continuing Spouse's
written request to continue the contract and proof of death of the original
owner in a form satisfactory to us ("Continuation Date"). If a Continuation
Contribution is added to the contract value, the age of the Continuing Spouse on
the Continuation Date and on the date of the Continuing Spouse's death will be
used in determining any future death benefits under the Contract. The
Continuation Contribution is not considered a Purchase Payment for the purposes
of any other calculations except as explained in Appendix B. SEE APPENDIX B FOR
FURTHER EXPLANATION OF THE DEATH BENEFIT CALCULATIONS FOLLOWING A SPOUSAL
CONTINUATION. To the extent that the Continuing Spouse invests in the Variable
Portfolios or MVA fixed account they will be subject to investment risk as was
the original owner.

Generally, the Continuing Spouse cannot change any contract provisions as the
new owner. However, on the Continuation Date, the Continuing Spouse may
terminate the original owner's election of the Seasons Estate Advantage and the
available death benefit will be the Standard Death Benefit. The Continuing
Spouse cannot elect to continue Earnings Advantage without also continuing the
Seasons Estate Advantage. We will terminate the Seasons Estate Advantage if the
Continuing Spouse is age 81 or older on the Continuation Date if a Continuation
Contribution is added to the contract value, and the available death benefit
will be the Standard Death Benefit. If Seasons Estate Advantage is continued and
the Continuing Spouse dies after the latest Annuity Date, and the 5%
Accumulation option was selected, the death benefit will be the Standard Death
Benefit. If the Maximum

Anniversary value option was selected and the Continuing Spouse lives to age 90
or older, the death benefit will be the contract value. However, if death occurs
before the latest annuity date, the Continuing Spouse will still benefit from
the Earnings Advantage.

Generally, the age of the Continuing Spouse on the Continuation Date (if any
Continuation Contribution has been made) and on the date of the Continuing
Spouse's death will be used in determining any future death benefits under the
Contract. If no Continuation Contribution has been made to the contract on the
Continuation Date, the age of the spouse on the date of the original contract
issue will be used to determine any age-driven benefits. SEE APPENDIX B FOR A
DISCUSSION OF THE DEATH BENEFIT CALCULATIONS AFTER A SPOUSAL CONTINUATION.

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE SPOUSAL CONTINUATION
PROVISION (IN ITS ENTIRETY OR ANY COMPONENT) AT ANY TIME FOR PROSPECTIVELY
ISSUED CONTRACTS.

EXPENSES
- --------------------------------------------------------------------------------

There are charges and expenses associated with your contract. These charges and
expenses reduce your investment return. We will not increase the contract
maintenance fee or withdrawal charges under your contract. However, the
investment charges under your contract may increase or decrease. Some states may
require that we charge less than the amounts described below.

INSURANCE CHARGES

The Company deducts a mortality and expense risk charge in the amount of 1.55%,
annually of the value of your contract invested in the Select Portfolio(s),
Focused Portfolio(s) and/or Seasons Strategy(ies). We deduct the charge daily.
This 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 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 administrative fees and charges assessed under 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.

WITHDRAWAL CHARGES

During the Accumulation Phase you may make withdrawals from your contract.
However, a withdrawal charge may apply. We apply a withdrawal charge upon an
early withdrawal against each Purchase Payment you put into the contract. The
withdrawal charge equals a percentage of the Purchase Payment you take out of
the contract. The contract does provide a free withdrawal amount every year. SEE
ACCESS TO YOUR MONEY ON PAGE 20. The withdrawal charge percentage declines each
year a Purchase Payment is in the contract, as follows:

WITHDRAWAL CHARGE

<Table>
<Caption>
YEAR 1 2 3 4
- ----------------- --- --- --- ---

Withdrawal Charge 7% 6% 6% 0%
</Table>

After a Purchase Payment has been in the contract for three complete years, the
withdrawal charge no longer applies to that Purchase Payment. When calculating
the withdrawal charge, we treat withdrawals as coming first from the Purchase
Payments that have been in your contract the longest. However, for tax purposes,
your withdrawals are considered earnings first, then Purchase Payments.

Whenever possible, we deduct the withdrawal charge from the money remaining in
your contract from each of your investment options on a pro-rata basis. If you
withdraw all of your contract value, we deduct any applicable

withdrawal charges from the amount withdrawn. We will not assess a withdrawal
charge for money withdrawn to pay a death benefit or to pay contract fees or
charges. We do not currently assess a withdrawal charge upon election to receive
income payments from your contract. Withdrawals made prior to age 59 1/2 may
result in tax penalties. SEE TAXES ON PAGE 33.

INVESTMENT CHARGES

Investment Management Fees

Charges are deducted from the assets of the investment portfolios underlying the
SELECT PORTFOLIO(S), FOCUSED PORTFOLIO(S) or SEASONS STRATEGY(IES) for the
advisory and other expenses of the portfolios. SEE FEE TABLES ON PAGE 6.

Service Fees

Portfolio shares are all subject to fees imposed under a servicing plan adopted
by the Seasons Series Trust pursuant to Rule 12b-1 under the Investment Company
Act of 1940. This service fee of 0.15%, which is also known as a 12b-1 fee is
used generally to pay financial intermediaries for services provided over the
life of the contract. SEE FEE TABLES ON PAGE 6.

FOR MORE DETAILED INFORMATION ON THESE INVESTMENT CHARGES, REFER TO THE
PROSPECTUS FOR THE SEASONS SERIES TRUST, ATTACHED.

CONTRACT MAINTENANCE FEE

During the Accumulation Phase, we subtract a contract maintenance fee from your
account once per year. This charge compensates us for the cost of contract
administration. If your contract value is $50,000 or more on your contract
anniversary date, we will waive the charge. This waiver is subject to change
without notice. We will deduct the $35 ($30 in North Dakota) contract
maintenance fee on a pro-rata basis from your account value on your contract
anniversary. In the states of Pennsylvania, Texas and Washington a contract
maintenance fee will be deducted pro-rata from the SELECT PORTFOLIO(S), FOCUSED
PORTFOLIO(S) and/or SEASONS STRATEGY(IES) in which you are invested, only. If
you withdraw your entire contract value, we deduct the fee from that withdrawal.

TRANSFER FEE

We currently allow 15 free transfers between investment options, without
incurring a transfer charge per contract year. We charge you $25 for each
additional transfer in any contract year ($10 in Pennsylvania and Texas).

OPTIONAL SEASONS ESTATE ADVANTAGE FEE

Please see page 23 of this prospectus for additional information regarding the
Seasons Estate Advantage fee.

OPTIONAL EARNINGS ADVANTAGE FEE

Please see page 24 of this prospectus for additional information regarding the
Optional Earnings Advantage fee.

OPTIONAL INCOME PROTECTOR FEE

Please see page 30 of this prospectus for additional information regarding the
Income Protector fee.

PREMIUM TAX

Certain states charge the Company a tax on the premiums you pay into the
contract. We deduct from your contract these premium tax charges. Currently we
deduct the charge for premium taxes when you fully surrender or annuitize the
contract. In the future, we may assess this deduction at the time you put
Purchase Payment(s) into the contract or upon payment of a death benefit.

APPENDIX C provides more information about premium taxes.

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 CHARGES AND EXPENSES, AND ADDITIONAL AMOUNTS
CREDITED

Sometimes sales of the contracts to groups of similarly situated individuals may
lower our administrative and/or sales expenses. We reserve the right to reduce
or waive certain charges and expenses when this type of sale occurs. In
addition, we may also credit additional interest to policies sold to such
groups. We determine which groups are eligible for such 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 prospective
purchaser; nature of the purchase; 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 administrative and/or sales expenses may
be reduced.

Anchor National may make such a determination regarding sales to its employees,
it affiliates' employees and employees of currently contracted broker-dealers;
its registered representatives and immediate family members of all of those
described.

We reserve the right to change or modify any such determination or the treatment
applied to a particular group, at any time.

INCOME OPTIONS
- --------------------------------------------------------------------------------

ANNUITY DATE

During the Income Phase, the money in your Contract is used to make regular
income payments to you. You may switch to the Income Phase any time after your
second contract anniversary. You select the month and year in which you want
income payments to begin. The first day of that month is the Annuity Date. You
may change your Annuity Date, so long as you do so at least seven days before
the income payments are scheduled to begin. Once you begin receiving income
payments, you cannot change your Income Option. Except as discussed under Option
5, once you begin receiving income payments, you cannot otherwise access your
money through a withdrawal or surrender. Other pay out options may be available.
Contact our Annuity Service Center for more information.

Income payments must begin on or before your 95th birthday or on your tenth
contract anniversary, whichever occurs later. If you do not choose an Annuity
Date, your income payments will automatically begin on this date (latest Annuity
Date.) Certain states may require your income payments to start earlier.

If the Annuity Date is past your 85th birthday, your contract could lose its
status as an annuity under Federal tax laws. This may cause you to incur adverse
tax consequences. In addition, certain Qualified contracts require you to take
minimum distributions after you reach age 70 1/2. SEE TAXES ON PAGE 33.

INCOME OPTIONS

Currently, this Contract offers five Income Options. Other income options may be
available. Please check with the Annuity Service Center for details. If you
elect to receive income payments but do not select an option, your income
payments will be made in accordance with Option 4 for a period of 10 years. For
income payments selected for joint lives, we pay according to Option 3.

We base our calculation of income payments on the life of the Annuitant and the
annuity rates set forth in your contract. As the contract owner, you may change
the Annuitant at any time prior to the Annuity Date. You must notify us if the
Annuitant dies before the Annuity Date and then designate a new Annuitant.

OPTION 1 - LIFE INCOME ANNUITY

This option provides income payments for the life of the Annuitant. Income
payments stop when the Annuitant dies.

OPTION 2 - JOINT AND SURVIVOR LIFE ANNUITY

This option provides 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 income payments during the lifetime of the survivor. Income
payments stop whenever the survivor dies.

OPTION 3 - JOINT AND 100% SURVIVOR LIFE ANNUITY WITH 10 OR 20 YEAR PERIOD
CERTAIN

This option is similar to Option 2 above, with an additional guarantee of
payments for at least 10 or 20 years. If the Annuitant and the Survivor die
before all of the payments have been made, the remaining payments are made to
the Beneficiary under your Contract.

OPTION 4 - LIFE ANNUITY WITH 10 OR 20 YEAR PERIOD CERTAIN

This option is similar to Option 1 above. In addition, this option provides a
guarantee that income payments will be made for at least 10 or 20 years. You
select the number of years. If the Annuitant dies before all guaranteed income
payments are made, the remaining income payments go to the Beneficiary under
your Contract.

OPTION 5 - INCOME FOR A SPECIFIED PERIOD

This option provides income payments for a guaranteed period ranging from 5 to
30 years. If the Annuitant dies before all the guaranteed income payments are
made, the remaining income payments are made to the Beneficiary under your
contract. Additionally, if variable income payments are elected under this
option, you (or the Beneficiary under the contract if the Annuitant dies prior
to all guaranteed payments being made) may redeem the contract value (in full or
in part) after the Annuity Date. The amount available upon such redemption would
be the discounted present value of any remaining guaranteed payments. The value
of an Annuity Unit, regardless of the option chosen, takes into account the
mortality and expense risk charge. Since Option 5 does not contain an element of
mortality risk, no benefit is derived from this charge.

We make income payments on a monthly, quarterly, semi-annual or annual basis.
You instruct us to send you a check or to have the payments direct 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 the selected income
option results in annuity payments of less than $50 per payment, we may decrease
the frequency of the payments, state law allowing.

ALLOCATION OF ANNUITY PAYMENTS

You can choose income payments that are fixed, variable or both. If payments are
fixed, Anchor National guarantees the amounts of each payment. If the payments
are variable, the amounts are not guaranteed. They will go up and/or down based
upon the performance of the SELECT PORTFOLIO(S), FOCUSED PORTFOLIO(S) or SEASONS
STRATEGY(IES) in which you invest.

FIXED OR VARIABLE INCOME PAYMENTS

If at the date when income payments begin you are invested in the SELECT
PORTFOLIO(S), FOCUSED PORTFOLIO(S) and/or SEASONS STRATEGY(IES) only, your
income payments will be variable. If your money is only in fixed accounts at
that time, your income payments will be fixed in amount. If you are invested in
both fixed and variable options at the time you begin the Income Phase, a
portion of your income payments will be fixed and a portion will be variable.

INCOME PAYMENTS

Your income payments will vary if you are invested in the SELECT PORTFOLIO(S),
FOCUSED PORTFOLIO(S) and/or SEASONS STRATEGY(IES) after the Annuity date
depending on four factors:

- for life options, your age when payments begin,

- the value of your contract in the SELECT PORTFOLIO(S), FOCUSED
PORTFOLIO(S) and/or SEASONS STRATEGY(IES) on the Annuity Date,

- the 3.5% assumed investment rate for variable income payments used in the
annuity table for the contract, and;

- the performance of the SELECT PORTFOLIO(S), FOCUSED PORTFOLIO(S) and/or
SEASONS STRATEGY(IES) in which you are invested during the time you
receive income payments.

If you are invested in both the fixed account options and the SELECT
PORTFOLIO(S), FOCUSED PORTFOLIO(S) and/or SEASONS STRATEGY(IES) after the
Annuity Date, the allocation of funds between the fixed accounts and SELECT
PORTFOLIO(S), FOCUSED PORTFOLIO(S) and/or SEASONS STRATEGY(IES) also impacts the
amount of your annuity payments.

TRANSFERS DURING THE INCOME PHASE

During the Income Phase, one transfer per month is permitted between the SELECT
PORTFOLIO(S), FOCUSED PORTFOLIO(S) and SEASONS STRATEGY(IES). No other transfers
are allowed during the Income Phase.

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 read the Statement of Additional Information, available upon request, for
a more detailed discussion of the income options.

INCOME PROTECTOR

You may elect to enroll in the Income Protector Program. The Income Protector
Program offers you the ability to receive a guaranteed fixed minimum retirement
income when you choose to switch to the Income Phase. Income Protector should be
regarded only as a "safety net". If you elect the Income Protector you can know
the level of minimum income that will be available to you upon annuitization,
regardless of fluctuating market conditions. In order to utilize the program,
you must follow the provisions discussed below.

The minimum level of Income Protector benefit available is generally based upon
your 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. We charge a fee for the Income
Protector benefit. The amount of the fee and levels of income protection
available to you are described below. This feature may not be available in your
state. Once you have made an Income Protector election it can not be changed or
terminated. Check with your financial advisor regarding availability.

You are not required to use the Income Protector to receive income payments. The
general provisions of your contract provide other income options. However, we
will not refund fees paid for the Income Protector if you begin taking income
payments under the general provisions of your contract. In addition, if
applicable, surrender charges will be assessed upon your beginning the Income
Phase, if you annuitize under the Income Protector Program. YOU MAY NEVER NEED
TO RELY UPON INCOME PROTECTOR IF YOUR CONTRACT PERFORMS WITHIN A HISTORICALLY
ANTICIPATED RANGE. HOWEVER, PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

Certain federal tax code restrictions on the income options available to
qualified retirement investors may have an impact on your ability to benefit
from this feature. Qualified investors should read NOTE TO QUALIFIED CONTRACT
HOLDERS, below.

HOW DO WE DETERMINE THE AMOUNT OF YOUR MINIMUM GUARANTEED INCOME?

If you elect the Income Protector Program, we base the amount of minimum
retirement income available to you upon a calculation we call the Income Benefit
Base. At the time your enrollment in the Income Protector program becomes
effective, your Initial Income Benefit Base is equal to your contract value. If
elected, your participation becomes effective on either the date of issue of the
contract (if the feature is elected at the time of application) or on the
contract anniversary following your enrollment in the program.

The Income Benefit Base is only a calculation. It does not represent a contract
value, nor does it guarantee performance of the SELECT PORTFOLIO(S), FOCUSED
PORTFOLIO(S) or SEASONS STRATEGY(IES) 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 exact Income Benefit
Base calculation is equal to (a) plus (b) minus (c) where:

(a) is equal to, for the first year of calculation, your contract value on
the date your participation became effective, and for each subsequent
year of calculation, the Income Benefit Base of your prior contract
anniversary, and;

(b) is equal to the sum of all subsequent Purchase Payments made into the
contract since the prior contract anniversary, and;

(c) is equal to all withdrawals and applicable fees, charges and any
negative MVA (but excluding administration fees, mortality and expense
charges and the fee for enrollment into the program) since the prior
contract anniversary, including premium taxes, in an amount
proportionate to the amount by which such withdrawals decreased your
contract value. Your Income Benefit Base may accumulate at the elected
growth rate, if available, from the date your election becomes
effective through your Income Benefit Date.

Any applicable growth rate will reduce to 0% on the anniversary immediately
after the annuitant's 90th birthday.

LEVEL OF PROTECTION

If you decide that you want the protection offered by the Income Protector
Program, you must elect the Income Protector by completing the Income Protector
Election form available through our Annuity Service Center. You may only elect
one of the offered alternatives, if more than one is available, and you can
never change your election once made.

Your Income Benefit Base will begin accumulating at the applicable growth rate
on the contract anniversary following our receipt of your completed election
form. In order to obtain the benefit of the Income Protector you may not begin
the Income Phase for at least ten years following your election. You may not
elect the Income Protector Program if the required waiting period before
beginning the income phase would occur later than your latest Annuity Date.

The Income Protector option(s) currently available under this contract are:

<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------------------
FEE AS OF % OF YOUR INCOME WAITING PERIOD BEFORE THE
OPTION GROWTH RATE BENEFIT BASE INCOME PHASE
- ----------------------------------------------------------------------------------------------------------------------------------

Income Protector Base 0% 0.10% 10 years
- ----------------------------------------------------------------------------------------------------------------------------------
</Table>

ENROLLING IN THE PROGRAM

If you decide that you want the protection offered by the Income Protector
program, you must elect the Program by completing the Income Protector Election
Form. You can not terminate your enrollment once elected.

ELECTING TO RECEIVE INCOME

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 your Income Protector participation.

The contract anniversary prior to your election to begin receiving income
payments is your Income Benefit Date. We calculate your Income Benefit Base as
of that date to use in determining your guaranteed minimum fixed retirement
income. To determine the minimum guaranteed retirement income available to you,
we apply your final Income Benefit Base to the annuity rates stated in your
Income Protector endorsement for the income option you select. You then choose
if you would like to receive the income annually, semi-annually, quarterly or
monthly for the time guaranteed under your selected income 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 partial withdrawals of contract value and any charges applicable
to those withdrawals (including any negative MVA) and any withdrawal
charges otherwise applicable, calculated as if you fully surrender your
contract as of the Income Benefit Date, and any applicable premium
taxes.

The income options available when using the Income Protector feature to receive
your retirement income are:

- Life Annuity with 10 years guaranteed, or

- Joint and 100% Survivor Life Annuity with 20 years guaranteed

At the time you elect to begin receiving income payments, we will calculate your
income payments using both your 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 income under the Income Protector feature will be
different. You will receive whichever provides a greater stream of income. If
you elect to receive income payments using the Income Protector feature your
income payments will be fixed in amount.

NOTE TO QUALIFIED CONTRACT HOLDERS

Qualified contracts generally require that you select an income option that does
not exceed your life expectancy. That restriction, if it applies to you, may
limit the benefit of the Income Protector program. To utilize the Income
Protector feature, you must take income payments under one of the two income
options described above. If those income options exceed your life expectancy,
you may be prohibited from receiving your guaranteed fixed income under the
program. If you own a Qualified contract to which this restriction applies and
you elect the Income Protector program, you may pay for this minimum guarantee
and not be able to realize the benefit.

Generally, for Qualified contracts:

- for the Life Annuity with 10 years guaranteed, you must annuitize before
age 79, and;

- for the Joint and 100% Survivor Annuity with 20 years guaranteed, both
annuitants must be 70 or younger or one of the annuitants must be 65 or
younger upon annuitization. Other age combinations may be available.

You may wish to consult your tax advisor for information concerning your
particular circumstances. SEE APPENDIX D FOR AN EXAMPLE OF THE OPERATION OF THE
INCOME PROTECTOR FEATURE.

FEES ASSOCIATED WITH THE INCOME PROTECTOR PROGRAM

If you elect to participate in the Income Protector program we deduct an annual
fee equal to 10% of your Income Benefit Base from your contract value on each
contract anniversary beginning with the contract anniversary following the
anniversary on which your enrollment in the program becomes effective. We deduct
this charge from your contract value on every contract anniversary up to and
including your Income Benefit Date. Additionally, if you fully surrender your
contract prior to your contract anniversary, we will deduct the fee at the time
of surrender based on your Income Benefit Base as of the surrender date. Once
elected, the Income Protector Program and its corresponding charges may not be
terminated until full surrender or annuitization of the contract occurs.

TAXES

- --------------------------------------------------------------------------------

NOTE: WE PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL DISCUSSION OF
THE SUBJECT. IT IS NOT TAX ADVICE. WE CAUTION YOU TO SEEK COMPETENT TAX ADVICE
ABOUT YOUR OWN CIRCUMSTANCES. WE DO NOT GUARANTEE THE TAX STATUS OF YOUR
ANNUITY. TAX LAWS CONSTANTLY CHANGE, THEREFORE WE CANNOT GUARANTEE THAT THE
INFORMATION CONTAINED HEREIN IS COMPLETE AND/OR ACCURATE.

ANNUITY CONTRACTS IN GENERAL

The Internal Revenue Code ("federal tax code" or "IRC") provides for special
rules regarding the tax treatment of annuity contracts. Generally, taxes on the
earnings in your annuity contract are deferred until you take the money out.
Qualified retirement investments automatically provide tax deferral regardless
of whether the underlying contract is an annuity. Different rules apply
depending on how you take the money out and whether your contract is Qualified
or Non-qualified.

If you do not purchase your contract under a pension plan, a specially sponsored
employer program or an individual retirement account, your contract is referred
to as a Non-qualified contract. A Non-qualified contract receives different tax
treatment than a Qualified contract. In general, your cost basis in a
Non-qualified contract is equal to the Purchase Payments you put into the
contract. You have already been taxed on the cost basis in your contract.

If you purchase your contract under a pension plan, a specially sponsored
employer program or as an individual retirement account, your contract is
referred to as a Qualified contract. Examples of Qualified plans are: Individual
Retirement Accounts ("IRAs"), Roth IRAs, Tax-Sheltered Annuities (referred to as
403(b) contracts), H.R. 10 Plans (referred to as Keogh Plans) and pension and
profit sharing plans, including 401(k) plans. Typically you have not paid any
tax on the Purchase Payments used to buy your contract and therefore, you have
no cost basis in your contract.

TAX TREATMENT OF DISTRIBUTIONS--NON-QUALIFIED CONTRACTS

If you make a withdrawal from a Non-qualified contract, the federal tax code
treats such a withdrawal as first coming from the earnings and then as coming
from your Purchase Payments. For annuity payments, any portion of each payment
that is considered a return of your Purchase Payment will not be taxed.
Withdrawn earnings are treated as income to you and are taxable. The federal tax
code provides for a 10% penalty tax on any earnings that are withdrawn other
than in conjunction with the following circumstances: (1) after reaching age
59 1/2; (2) when paid to your Beneficiary after you die; (3) after you become
disabled (as defined in the federal tax code); (4) in a series of substantially
equal installments made for your life or for the joint lives of you and you
Beneficiary; (5) under an immediate annuity; or (6) which come from Purchase
Payments made prior to August 14, 1982.

TAX TREATMENT OF DISTRIBUTIONS--QUALIFIED CONTRACTS

Generally, you have not paid any taxes on the Purchase Payments used to buy a
Qualified contract. Any amount of money you take out as a withdrawal or as
income payments is taxable income. The federal tax code further provides for a
10% penalty tax on any withdrawal or income payment paid to you other than in
conjunction with the following circumstances: (1) after reaching age 59 1/2; (2)
when paid to your Beneficiary after you die; (3) after you become disabled (as
defined in the federal tax code); (4) in a series of substantially equal
installments made for your life or for the joint lives of you and your
Beneficiary; (5) to the extent such withdrawals do not exceed

limitations set by the federal tax code for amounts paid during the taxable year
for medical care; (6) to fund higher education expenses (as defined in federal
tax code); (7) to fund certain first-time home purchase expenses; and, except in
the case of an IRA; (8) when you separate from service after attaining age 55;
and (9) when paid to an alternate payee pursuant to a qualified domestic
relations order.

The federal tax code limits the withdrawal of Purchase Payments from certain
Tax-Sheltered Annuities. Withdrawals can only be made when an owner: (1) reaches
age 59 1/2; (2) leaves his or her job; (3) dies; (4) becomes disabled (as
defined in the federal tax code); or (5) in the case of hardship. In the case of
hardship, the owner can only withdraw Purchase Payments. These restrictions do
not apply to amounts transferred to another TSA contract under section 403(b) or
to a custodial account under section 403(b)(7).

TAX TREATMENT OF NON-QUALIFIED CONTRACTS OWNED BY A TRUST OR CORPORATION

A Trust or Corporation ("Non-Natural Owner") that is considering purchasing this
contract should consult a tax advisor. Generally, the IRC does not treat a
Non-qualified contract owned by a non-natural owner as an annuity contract for
Federal income tax purposes. The non-natural owner pays tax currently on the
contract's value in excess of the owner's cost basis. SEE THE STATEMENT OF
ADDITIONAL INFORMATION FOR A MORE DETAILED DISCUSSION OF THE POTENTIAL ADVERSE
TAX CONSEQUENCES ASSOCIATED WITH NON-NATURAL OWNERSHIP OF A NON-QUALIFIED
ANNUITY CONTRACT.

TAX TREATMENT OF GIFTS, PLEDGES AND/OR ASSIGNMENTS OF A NON-QUALIFIED CONTRACT

If you gift your Non-qualified contract to a person other than your spouse (or
former spouse incident to divorce) you will pay federal tax on the contract's
cash value to the extent it exceeds your cost basis. The recipient's cost basis
will be increased by the amount on which you will pay federal taxes. Also, the
IRC treats any assignment or pledge (or agreement to assign or pledge) of any
portion of a Non-qualified contract as a withdrawal. PLEASE SEE THE STATEMENT OF
ADDITIONAL INFORMATION FOR A MORE DETAILED DISCUSSION REGARDING POTENTIAL TAX
CONSEQUENCES OF GIFTING, ASSIGNING OR PLEDGING A NON-QUALIFIED CONTRACT.

MINIMUM DISTRIBUTIONS

Generally, the IRS requires that you begin taking annual distributions from
Qualified contracts by April 1, of the calendar year following the later of (1)
the calendar year in which you attain age 70 1/2 or (2) for Qualified contracts
other than IRAs the calendar year in which you retire. Minimum distributions are
not required in a Roth IRA, during your lifetime. Failure to satisfy the minimum
distribution requirements may result in a tax penalty. You should contact your
tax advisor for more information.

The IRS has issued new proposed regulations regarding required minimum
distributions from Qualified contracts. These new rules are to be effective
January 1, 2002. However, these new rules may be used in determining required
minimum distributions for 2001 by owners of IRAs, Tax-Sheltered Annuities and
pension and profit sharing plans. You should consult your Qualified plan sponsor
and your tax advisor to determine if these new rules are available for your
benefit.

We currently waive surrender charges and MVA on withdrawals taken to meet
minimum distribution requirements. Current operational practice is to provide a
free withdrawal of the greater of the contract's maximum penalty free amount or
the required minimum distribution amount for a particular contract (but not
both).

You may elect to have the required minimum distribution amount on your contract
calculated and withdrawn each year under the automatic withdrawal option. You
may select either monthly, quarterly, semi-annual or annual withdrawals for this
purpose. This service is provided as a courtesy and we do not guarantee the
accuracy of our calculations. Accordingly, we recommend you consult your tax
advisor concerning your required minimum distribution. You may terminate your
election for automated minimum distribution at any time by sending a written
request to our Annuity Service Center. We reserve the right to change, modify or
discontinue the service at any time.

TAX TREATMENT OF DEATH BENEFITS

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 benefits are paid as lump sum or
annuity payments. Estate taxes may also apply.

Certain enhanced death benefits may be purchased under your contract. Although
these types of benefits are used as investment protection and should not give
rise to any adverse tax effects, the IRS could take the position that some or
all of the charges for these death benefits should be treated as a partial
withdrawal from the contract. In such case, the amount of the partial withdrawal
may be includable in taxable income and subject to the 10% penalty if the owner
is under 59 1/2.

If you own a Qualified contract and purchase these enhanced death benefits, the
IRS may consider these benefits "incidental death benefits." The IRC imposes
limits on the amount of the incidental death benefits allowable for Qualified
contracts. If the death benefit(s) selected by you are considered to exceed
these limits, the benefit(s) could result in taxable income to the owner of the
Qualified contract. Furthermore, the IRC provides that the assets of an IRA
(including a Roth IRA) may not be invested in life insurance, but may provide,
in the case of death during the Accumulation Phase, for a death benefit payment
equal to the greater of Purchase Payments or contract value. This Contract
offers death benefits, which may exceed the greater of Purchase Payments or
contract value. If the IRS determines that these benefits are providing life
insurance, the contract may not qualify as an IRA (including Roth IRAs). You
should consult your tax adviser regarding these features and benefits prior to
purchasing a contract.

DIVERSIFICATION

The IRC imposes certain diversification requirements on the underlying
investments for a variable annuity. We believe that the underlying Portfolios'
management monitors the variable Portfolios so as to comply with these
requirements. To be treated as a variable annuity for tax purposes, the
underlying investments must meet these requirements.

The diversification regulations do not provide guidance as to the circumstances
under which you, because of the degree of control you exercise over the
underlying investments, and not Anchor National, would be considered the owner
of the shares of the Portfolios. It is unknown to what extent owners are
permitted to select investments, to make transfers among Portfolios or the
number and type of Portfolios owners may select from. If any guidance is
provided which is considered a new position, then the guidance would generally
be applied prospectively. However, if such guidance is considered not to be a
new position, it may be applied retroactively. This would mean you, as the owner
of the contract, could be treated as the owner of the underlying variable
investment Portfolios. Due to the uncertainty in this area, we reserve the right
to modify the contract in an attempt to maintain favorable tax treatment.

PERFORMANCE
- --------------------------------------------------------------------------------

From time to time we will advertise the performance of the SELECT PORTFOLIOS,
FOCUSED PORTFOLIOS and/or SEASONS STRATEGIES. Any such performance results are
based on historical earnings and are not intended to indicate future
performance.

We advertise the Cash Management Portfolio's yield and effective yield. In
addition, the other SELECT PORTFOLIOS, FOCUSED PORTFOLIOS and SEASONS STRATEGIES
advertise total return, gross yield and yield-to-maturity. These figures
represent past performance of the SELECT PORTFOLIOS, FOCUSED PORTFOLIOS and
SEASONS STRATEGIES. These performance numbers do not indicate future results.

When we advertise performance for periods prior to the date the contracts were
first issued, we derive the figures from the performance of the corresponding
portfolios for the Trusts, if available. We modify these numbers to reflect
charges and expenses as if the contract was in existence during the period
stated in the advertisement.

Figures calculated in this manner do not represent actual historic performance
of the particular SELECT PORTFOLIO(S), FOCUSED PORTFOLIO(S) and SEASONS
STRATEGY(IES).

We may show performance of each SELECT PORTFOLIO, FOCUSED PORTFOLIO and/or
SEASONS STRATEGY in comparison to various appropriate indices and the
performance of other similar variable annuity products with similar objectives
as reported by such independent reporting services as Morningstar, Inc., Lipper
Analytical Services, Inc. and the Variable Annuity Research Data Service
("VARDS").

Please see the Statement of Additional Information, available upon request, for
more information regarding the methods used to calculate performance data.

Anchor National may also advertise the rating and other information assigned to
it by independent industry ratings organizations. Some of those organizations
are A.M. Best Company ("A.M. Best"), Moody's Investor's Service ("Moody's"),
Standard & Poor's Insurance Rating Services ("S&P"), and Fitch, IBA Duff &
Phelps ("Duff & Phelps"). A.M. Best's and Moody's ratings reflect their current
opinion of our financial strength and performance in comparison to others in the
life and health insurance industry. S&P's and Duff & Phelps' ratings measure the
ability of an insurance company to meet its obligations under insurance policies
it issues. These two ratings do not measure the insurer's ability to meet
non-policy obligations. Ratings in general do not relate to the performance of
the SELECT PORTFOLIOS, FOCUSED PORTFOLIOS or the SEASONS STRATEGIES.

OTHER INFORMATION
- --------------------------------------------------------------------------------

ANCHOR NATIONAL

Anchor National is a stock life insurance company originally organized under the
laws of the state of California in April, 1965. On January 1, 1996, Anchor
National redomesticated under the laws of the state of Arizona.

Anchor National and its affiliates, SunAmerica Life Insurance Company, First
SunAmerica Life Insurance Company, SunAmerica Asset Management Corporation and
the SunAmerica Financial Network, Inc. (comprising six wholly owned
broker-dealers), specialize in retirement savings and investment products and
services. Business focuses include fixed and variable annuities, mutual funds
and broker-dealer services.

THE SEPARATE ACCOUNT

Anchor National originally established a separate account, Variable Annuity
Account Five (the "Separate Account"), under Arizona law on July 8, 1996. The
Separate Account is registered with the SEC as a unit investment trust under the
Investment Company Act of 1940, as amended.

Anchor National owns the assets in the Separate Account. However, the assets in
the Separate Account are not chargeable with liabilities arising out of any
other business conducted by Anchor National. 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 Anchor National. Assets in the Separate Account are not guaranteed by
Anchor National.

CUSTODIAN

State Street Bank and Trust Company, 255 Franklin Street, Boston, Massachusetts
02110, serves as the custodian of the assets of the Separate Account. Anchor
National pays State Street Bank for services provided, based on a schedule of
fees.

THE GENERAL ACCOUNT

Money allocated to the fixed account options goes into Anchor National's general
account. The general account consists of all of Anchor National's assets other
than assets attributable to a separate account. All of the assets in the general
account are chargeable with the claims of any Anchor National contract holders
as well as all of its creditors. The general account funds are invested as
permitted under state insurance laws.

DISTRIBUTION OF THE CONTRACT

Registered representatives of broker-dealers sell the contract. We pay
commissions to these representatives for the sale of the contracts. We do not
expect the total commissions to exceed 7.5% of your Purchase Payments. We may
also pay a bonus to representatives for contracts which stay active for a
particular period of time, in addition to standard commissions. We do not deduct
commissions paid to registered representatives directly from your Purchase
Payments.

From time to time, we may pay or allow additional promotional incentives in the
form of cash or other compensation. We reserve the right to offer these
additional incentives only to certain broker-dealers that sell or are expected
to sell, certain minimum amounts of the contract, or other contracts offered by
us. Promotional incentives may change at any time.

SunAmerica Capital Services, Inc., 733 Third Avenue, 4th Floor, New York, New
York 10017 distributes the contracts. SunAmerica Capital Services is an
affiliate of Anchor National, and is a registered as a broker-dealer under the
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc.

No underwriting fees are paid in connection with the distribution of the
contracts.

ADMINISTRATION

We are responsible for the administrative servicing of your contract. During the
Accumulation Phase, you will receive confirmation of transactions within your
contract. Transactions made pursuant to contractual or systematic agreements,
such as deduction of the annual maintenance fee and dollar cost averaging, may
be confirmed quarterly. Purchase payments received through the Automatic Payment
Plan or a salary reduction arrangement, may also be confirmed quarterly. For all
other transactions, we send confirmations immediately.

During the Accumulation and Income Phases, you will receive a statement of your
transactions over the past quarter and a summary of your account values. Please
contact our Annuity Service Center at 1-800-445-SUN2, if you have any comment,
question or service request.

We send out transaction confirmations and quarterly statements. It is your
responsibility to review these documents carefully and notify us of any
inaccuracies immediately. We investigate all inquiries. To the extent that we
believe we made an error, we retroactively adjust your contract, provided you
notify us 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. Anchor
National and its subsidiaries engage in various kinds of routine litigation. In
management's opinion, these matters are not of material importance to their
respective total assets nor are they material with respect to the Separate
Account.

OWNERSHIP

The Seasons Triple Elite Variable Annuity is a Flexible Payment Group Deferred
Annuity contract. We issue a group contract to a contract holder for the benefit
of the participants in the group. As a participant in the group, you will
receive a certificate which evidences your ownership. As used in this
prospectus, the term contract refers to your certificate. In some states, a
Flexible Payment Individual Modified Guaranteed and Variable Deferred Annuity
contract is available instead. Such a contract is identical to the contract
described in this prospectus, with the exception that we issue it directly to
the owner.

INDEPENDENT ACCOUNTANTS

The audited consolidated financial statements of Anchor National at December 31,
2000 and 1999, for the years ended December 31, 2000 and 1999, for the three
months ended December 31, 1998 and for the year ended September 30, 1998 are
incorporated herein by reference in this prospectus in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. As of the date of this
prospectus, sales of the Seasons Triple Elite Variable Annuity have not begun;
therefore there are no separate account financial statements incorporated by
reference.

REGISTRATION STATEMENT

TABLE OF CONTENTS OF
STATEMENT OF ADDITIONAL INFORMATION

Additional information concerning the operations of the separate account is
contained in a Statement of Additional Information ("SAI"), which is available
without charge upon written request addressed to us at our Annuity Service
Center, P.O. Box 54299, Los Angeles, California 90054-0299 or by calling (800)
445-SUN2. The contents of the SAI are tabulated below.

<Table>

Separate Account............................................ 3
General Account............................................. 4
Performance Data............................................ 4
Income Payments............................................. 9
Annuity Unit Values......................................... 10
Taxes....................................................... 13
Distribution of Contracts................................... 18
Financial Statements........................................ 18
</Table>

APPENDIX A - MARKET VALUE ADJUSTMENT ("MVA")

- --------------------------------------------------------------------------------

The MVA reflects the impact that changing interest rates have on the value of
money invested at a fixed interest rate. The longer the period of time remaining
in the term you initially agreed to leave your money in the fixed investment
option, the greater the impact of changing interest rates. The impact of the MVA
can be either positive or negative, and is computed by multiplying the amount
withdrawn, transferred or annuitized by the following factor:

[(1+I/(1+J+L)](N/12) - 1

The MVA formula

may differ in certain states

where:

I is the interest rate you are earning on the money invested in
the fixed investment option;

J is the interest rate then currently available for the period of
time equal to the term you initially agreed to leave your money in the fixed
investment option; and

L is equal to 0.005, except in Florida where it is equal to
0.0025.

N is the number of full months remaining in the term you initially
agreed to leave your money in the fixed investment option.

EXAMPLES OF THE MVA

The examples below assume the following:

(1) You made an initial Purchase Payment of $10,000 and in year 4
allocated it to the 3-year fixed investment option at a rate of 5%;

(2) You make a partial withdrawal of $4,000 when 1 year (12 months)
remain in the 3-year term you initially agreed to leave your money in the
fixed investment option (N=12); and

(3) You have not made any other transfers, additional Purchase
Payments, or withdrawals.

No withdrawal charges are reflected because your Purchase Payment has been in
the contract for three full years. If a withdrawal charge applies, it is
deducted before the MVA. The MVA is assessed on the amount withdrawn less any
withdrawal charges.

POSITIVE ADJUSTMENT

Assume that on the date of withdrawal, the interest rate in effect for a new
Purchase Payments in the 3-year fixed investment option is 4%.

The MVA factor is

= [(1+I/(1+J+0.005)](N/12) - 1
= [(1.05)/(1.04+0.005)](12/12) - 1
= (1.004785)(1) - 1
= 1.004785 - 1
= +0.004785

The requested withdrawal amount is multiplied by the MVA factor to determine the
MVA:

$4,000 X (+0.004785) = +$19.14

$19.14 represents the MVA that would be added to your withdrawal.

A-1

NEGATIVE ADJUSTMENT

Assume that on the date of withdrawal, the interest rate in effect for new
Purchase Payments in the 3-year fixed investment option is 6%.

The MVA factor is

= [(1+I)/(1+J+0.005)](N/12) - 1
= [(1.05)/(1.06+0.005)](12/12) - 1
= (0.985915)(1) - 1
= 0.985915 - 1
= -0.014085

The requested withdrawal amount is multiplied by the MVA factor to determine the
MVA:

$4,000 X (-0.014085) = -$56.34

$56.34 represents the MVA that will be deducted from the money remaining in the
3-year fixed investment option.

A-2

APPENDIX B - DEATH BENEFITS FOLLOWING SPOUSAL CONTINUATION

- --------------------------------------------------------------------------------

The term "Continuation Net Purchase Payment" is used frequently to describe the
death benefit options payable to the beneficiary of a Continuing Spouse. We
define Continuation Net Purchase Payment as Net Purchase Payments made as of the
Continuation Date plus any Purchase Payments recorded after the Continuation
Date; and reduced for any withdrawals recorded after the Continuation Date, in
the same proportion that the withdrawal reduced the contract value on the date
of the withdrawal. For the purposes 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. If the
Continuing Spouse makes no additional Purchase Payments or withdrawals,
Continuation Net Purchase Payments equal the contract value on the Continuation
Date, including the Continuation Contribution. All other capitalized terms have
the meanings defined in the glossary and/or prospectus.

STANDARD DEATH BENEFIT PAYABLE UPON CONTINUING SPOUSE'S DEATH

I. If the Standard Death Benefit is applicable upon the Continuing Spouse's
death and a Continuation Contribution was made we will pay the beneficiary
the greater of:

1. Continuation Net Purchase Payments compounded at a 3% annual growth
rate from the Continuation Date until the earlier of age 75 or the
date of death of the Continuing Spouse, plus any Purchase Payments
recorded after the earlier of age 75 or the date of death of the
Continuing Spouse; and reduced for any withdrawals recorded after
the earlier of age 75 or the date of death, in the same proportion
that the withdrawal reduced the contract value on the date of the
withdrawal.

2. The contract value on the date we receive all required paperwork and
satisfactory proof of death.

II. If the Standard Death Benefit is applicable upon the Continuing Spouse's
death and no Continuation Contributions was made we will pay the
beneficiary the greater of:

1. Net Purchase Payments compounded at a 3% annual growth rate from the
date of issue until the earlier of age 75 or the date of death, plus
any Purchase Payments recorded after the earlier of age 75 or the
date of death; and reduced for any withdrawals recorded after the
earlier of age 75 or the date of death, in the same proportion that
the withdrawal reduced the contract value on the date of withdrawal.

2. The contract value on the date we receive all required paperwork and
satisfactory proof of death.

SEASONS ESTATE ADVANTAGE DEATH BENEFIT PAYABLE UPON CONTINUING SPOUSE'S DEATH

If Seasons Estate Advantage is applicable upon the Continuing Spouse's death, we
will pay the Beneficiary the applicable death benefit under Option 1 or 2.

OPTION 1 - 5% ACCUMULATION:

I. If the 5% Accumulation Option is selected and a Continuation Contribution
was made the death benefit is the greater of:

a. The contract value on the date we receive all required paperwork and
satisfactory proof of the Continuing Spouse's death; or

b. Continuation Net Purchase Payments made from the Continuation Date
including the Continuation Contribution, compounded to the earlier
of the Continuing Spouse's 80th birthday or the date of death at a
5% annual growth rate, plus any Purchase Payments recorded after the
80th birthday or the date of death; and reduced for any withdrawals
recorded after the 80th birthday or the date of death, in the same
proportion that the withdrawal reduced the contract value on the
date of the withdrawal, up to a maximum benefit of two times the
Continuation Net Purchase Payments.

B-1

II. If 5% Accumulation Option is selected and no Continuation Contribution was
made:

a. The contract value on the date we receive all required paperwork and
satisfactory proof of Continuing Spouse's death; or

b. Net Purchase Payments made from the date of issue compounded to the
earlier of the Continuing Spouse's 80th birthday or the date of
death at a 5% annual growth rate, plus any Purchase Payments
recorded after the 80th birthday or the date of death; and reduced
for any withdrawals recorded after the 80th birthday or the date of
death, in the same proportion that the withdrawal reduced the
contract value on the date of the withdrawal, up to a maximum of two
times the Net Purchase Payments.

If the Continuing Spouse dies after the latest Annuity Date and the 5%
Accumulation option applied, any death benefit payable under the contract will
be the Standard Death Benefit as described above. The Continuing Spouse's
beneficiary will not receive any benefit from Seasons Estate Advantage.

OPTION 2 - MAXIMUM ANNIVERSARY VALUE:

III. If the Maximum Anniversary Value option is selected and if the Continuing
Spouse is younger than age 90 at the time of death and a Continuation
Contribution was made, the death benefit is the greatest of:

a. Continuation Net Purchase Payments; or

b. The contract value on the date we receive all required paperwork and
satisfactory proof of the Continuing Spouse's death; or

c. The maximum anniversary value on any contract anniversary (of the
original issue date) occurring after the Continuation Date but prior
to the Continuing Spouse's 81st birthday. The anniversary value
equals the value on the contract anniversary plus any Purchase
Payments recorded after that anniversary; and reduced for any
withdrawals recorded after that anniversary, in the same proportion
that the withdrawal reduced the contract value on the date of the
withdrawal.

IV. If the Maximum Anniversary Value option is selected and no Continuation
Contribution was made the death benefit is the greatest of:

a. Net Purchase Payments; or

b. The contract value on the date we receive all required paperwork and
satisfactory proof of the Continuing Spouse's death; or

c. The maximum anniversary value on any contract anniversary (of the
original issue date) occurring after the issue date but before the
Continuing Spouse's 81st birthday. The anniversary value equals the
value on the contract anniversary plus any Purchase Payments
recorded after that anniversary; and reduced for any withdrawals
recorded after that anniversary, in the same proportion that the
withdrawal reduced the contract value on the date of the withdrawal.

If the Continuing Spouse is age 90 or older at the time of death and the Maximum
Anniversary Value option applied, the death benefit will be equal to the
contract value at the time we receive all required paperwork and satisfactory
proof of death. The Continuing Spouse's beneficiary will not receive any benefit
from Seasons Estate Advantage. However, the Continuing Spouse's beneficiary may
still receive a benefit from Earnings Advantage if the date of death is prior to
the latest annuity date.

EARNINGS ADVANTAGE BENEFIT FOR SPOUSAL CONTINUATION:

The Earnings Advantage benefit may increase the death benefit amount. The
Earnings Advantage benefit is only available if the original owner elected
Earnings Advantage and it has not been discontinued or terminated. 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 "Earnings Advantage Percentage"),
subject to a maximum dollar amount (the "Maximum Earnings Advantage
Percentage"), to the death benefit payable.

B-2

The Contract Year of Death (from Continuation Date forward) will determine the
Earnings Advantage Percentage and the Maximum Earnings Advantage amount, as set
forth below:

<Table>
<Caption>
- --------------------------------------------------------------------------------------------
EARNINGS ADVANTAGE
CONTRACT YEAR OF DEATH PERCENTAGE MAXIMUM EARNINGS ADVANTAGE PERCENTAGE

- --------------------------------------------------------------------------------------------
Years 0 - 4 25% of earnings 25% of Continuation Net Purchase Payments
- --------------------------------------------------------------------------------------------
Years 5 - 9 40% of earnings 40% of Continuation Net Purchase Payments*
- --------------------------------------------------------------------------------------------
Years 10+ 50% of earnings 50% of Continuation Net Purchase Payments*
- --------------------------------------------------------------------------------------------
</Table>

*PURCHASE PAYMENTS RECEIVED AFTER THE 5TH CONTRACT ANNIVERSARY MUST REMAIN IN
THE CONTRACT FOR AT LEAST SIX FULL MONTHS AT THE TIME OF YOUR DEATH TO BE
INCLUDED AS PART OF CONTINUATION NET PURCHASE PAYMENTS FOR PURPOSES OF THE
MAXIMUM EARNINGS ADVANTAGE 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.

What is the Earnings Advantage amount?

We determine the Earnings Advantage amount based upon a percentage of earnings
in the contract at the time of the Continuing Spouse's death. For the purpose of
this calculation, earnings are defined as (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 Earnings Advantage amount?

The Earnings Advantage amount is subject to a maximum. The Maximum Earnings
Advantage amount is a percentage of the Continuation Net Purchase Payments.

The Earnings Advantage benefit will only be paid if the Continuing Spouse's date
of death is prior to the latest Annuity Date.

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE SPOUSAL CONTINUATION
PROVISION (IN ITS ENTIRETY OR ANY COMPONENT) AT ANY TIME.

B-3

APPENDIX C - PREMIUM TAXES

- --------------------------------------------------------------------------------

Premium taxes vary according to the state and are subject to change without
notice. In many states, there is no tax at all. Listed below are the current
premium tax rates in those states that assess a premium tax. For current
information, you should consult your tax adviser.

<Table>
<Caption>
QUALIFIED NON-QUALIFIED
STATE CONTRACT CONTRACT
----- --------- -------------

California.................................................. 0.50% 2.35%
Maine....................................................... 0% 2.00%
Nevada...................................................... 0% 3.50%
South Dakota................................................ 0% 1.25%*
West Virginia............................................... 1.00% 1.00%
Wyoming..................................................... 0% 1.00%
</Table>

- ---------------

*on the 1st $500,000 of contract value, 0.80% on amount in excess of $500,000.

C-1

APPENDIX D - HYPOTHETICAL EXAMPLE OF THE OPERATION OF THE INCOME PROTECTOR

- --------------------------------------------------------------------------------

This table assumes a $100,000 initial investment in a Non-qualified contract the
election of the optional Income Protector program at contract issue, with no
withdrawals, additional payments or premium taxes, no election of Seasons Estate
Advantage or Earnings Advantage.

<Table>

- ------------------------------------------------------------------------------------------------
ANNUAL INCOME IF YOU ANNUITIZE ON THE FOLLOWING CONTRACT ANNIVERSARIES:
IF AT ISSUE YOU 10 11 12 15 19 20
ARE . . . 1-9 (AGE 70) (AGE 71) (AGE 72) (AGE 75) (AGE 79) (AGE 80)
- ------------------------------------------------------------------------------------------------
Male (M), Age 60* N/A 6,672 6,864 7,080 7,716 8,616 8,832
- ------------------------------------------------------------------------------------------------
Female (F), Age 60* N/A 5,880 6,060 6,252 6,900 7,860 8,112
- ------------------------------------------------------------------------------------------------
M and F, Age 60** N/A 5,028 5,136 5,244 5,544 5,868 5,928
- ------------------------------------------------------------------------------------------------
</Table>

* Life Annuity with 10 Year Period Certain

**Joint and 100% Survivor Annuity with 20 Year Period Certain

The Income Protector program may not be available in all states. Check with your
financial advisor for availability in your state.

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

D-1

- --------------------------------------------------------------------------------

Please forward a copy (without charge) to the Seasons Triple Elite Variable
Annuity Statement of Additional Information to:

(Please print or type and fill in all information.)

------------------------------------------------------------------
Name

------------------------------------------------------------------
Address

------------------------------------------------------------------
City/State/Zip

------------------------------------------------------------------

Date: ____________ Signed: ______________________________________

Return to: Anchor National Life Insurance Company, Annuity Service Center,
P.O. Box 52499, Los Angeles, California 90054-0299
- --------------------------------------------------------------------------------

PART II
-------

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------

The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimates, except the
SEC registration fee.

<Table>

SEC registration fee ................................. $ 24,338.10
Printing and engraving ............................... $ 50,000
Legal fees and expenses .............................. $ 10,000
Rating agency fees ................................... $ 7,500
Miscellaneous ........................................ $ 10,000
-----------
Total ............................................ $101,338.10

</Table>

Item 15. Indemnification of Directors and Officers.
------------------------------------------

Section 10-851 of the Arizona Corporations and Associations law permits the
indemnification of directors, officers, employees and agents of Arizona
corporations. Article Eight of the Company's Restated Articles of Incorporation,
as amended and restated (the "Articles") and Article Five of the Company's
By-Laws ("By-Laws") authorize the indemnification of directors and officers to
the full extent required or permitted by the Laws of the State of Arizona, now
or hereafter in force, whether such persons are serving the Company, or, at its
request, any other entity, which indemnification shall include the advance of
expenses under the procedures and to the full extent permitted by law. In
addition, the Company's officers and directors are covered by certain directors'
and officers' liability insurance policies maintained by the Company's parent.
Reference is made to section 10-851 of the Arizona Corporations and Associations
Law, Article Eight of the Articles, and Article Five of the By-Laws, which are
incorporated herein by reference.

Item 16. Exhibits and Financial Statement Schedules.
-------------------------------------------

Exhibit No. Description
(1) Underwriting Agreement***
(2) Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession**
(3) (a) Articles of Incorporation***
(b) By-Laws+
(4) (a) Vista Capital Advantage
Fixed and Variable Contract***
(b) Application for Contract***
(5) Opinion of Counsel re: Legality***
(6) Opinion re Discount on Capital Shares**
(7) Opinion re Liquidation Preference**
(8) Opinion re Tax Matters**
(9) Voting Trust Agreement**
(10) Material Contracts**
(11) Statement re Computation of Per Share
Earnings**
(12) Statement re Computation of Ratios**
(14) Material Foreign Patents**
(15) Letter re Unaudited Financial Information**
(16) Letter re Change in Certifying Accountant**
(21) Subsidiaries of Registrant***
(23) (a) Consent of Independent Accountants*
(b) Consent of Attorney***
(24) Powers of Attorney*****
(25) Statement of Eligibility of Trustee**
(26) Invitation for Competitive Bids**
(27) Financial Data Schedule****
(28) Information Reports Furnished to State
Insurance Regulatory Authority**
(29) Other Exhibits**

* Filed Herewith
** Not Applicable
*** Incorporated by Reference to
Post-Effective Amendment No. 3
to Registration Statement
No. 33-81476 on Form S-1
filed on 12-24-97.
**** Incorporated by Reference to
Post-Effective Amendment No. 5
to Registration Statement
No. 33-81476 on Form S-1 filed
on 12-24-98.
***** Incorporated by Reference to Post-
Effective Amendment 9 to
Registration Statement No. 33-81476
on Form S-3 filed on December 19,
2000
+ Incorporated by Reference to
Post-Effective Amendment 10 to this
Registration Statement on
April 10, 2001.

Item 17. Undertakings.
------------

The undersigned registrant, Anchor National Life Insurance
Company, hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California on this 29th
day of November, 2001.

By: ANCHOR NATIONAL LIFE INSURANCE COMPANY

By: /s/ JAY S. WINTROB
-----------------------------------------
Jay S. Wintrob
President

Pursuant to the Securities Act of 1933, this Post-Effective Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

JAY S. WINTROB* Chief Executive Officer,
- --------------------- President & Director November 29, 2001
Jay S. Wintrob (Principal Executive Officer)

N. SCOTT GILLIS* Senior Vice President & November 29, 2001
- --------------------- Director
N. Scott Gillis (Principal Financial Officer)

JAMES R. BELARDI* Senior Vice President & November 29, 2001
- --------------------- Director
James R. Belardi

JANA W. GREER* Senior Vice President & November 29, 2001
- --------------------- Director
Jana W. Greer

MAURICE S. HEBERT* Vice President & Controller November 29, 2001
- --------------------- (Principal Accounting Officer)
Maurice S. Hebert

MARC H. GAMSIN* Senior Vice President & November 29, 2001
- ---------------------- Director
Marc H. Gamsin

By: /s/ CHRISTINE A. NIXON November 29, 2001
-----------------------
Christine A. Nixon
Attorney-in-Fact

Date: November 29, 2001