As filed with the Securities and Exchange Commission on July 18, 2003
Registration No. 333-67689
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT NO. 10
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
--------------------
AIG SUNAMERICA LIFE ASSURANCE COMPANY
(FORMERLY KNOWN AS ANCHOR NATIONAL LIFE INSURANCE COMPANY)
("AIG SUNAMERICA LIFE")
(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
AIG SunAmerica Life
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.
[Seasons Select Logo]
PROSPECTUS
July 29, 2003
ALLOCATED FIXED AND VARIABLE GROUP ANNUITY
issued by
VARIABLE ANNUITY ACCOUNT FIVE
and
AIG SUNAMERICA LIFE ASSURANCE COMPANY
The annuity contract has several investment choices -- fixed investment options
which offer interest rates guaranteed by AIG SunAmerica Life for different
periods of time, and Variable Portfolios:
<Table>
SELECT PORTFOLIOS FOCUSED PORTFOLIO SEASONS STRATEGIES
LARGE CAP GROWTH FOCUS GROWTH GROWTH
LARGE CAP COMPOSITE MODERATE GROWTH
LARGE CAP VALUE BALANCED GROWTH
MID CAP GROWTH 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. FRED ALGER MANAGEMENT INC. JANUS CAPITAL MANAGEMENT LLC.
AIG SUNAMERICA ASSET MANAGEMENT CORP. MARSICO CAPITAL MANAGEMENT, LLC AIG SUNAMERICA ASSET MANAGEMENT CORP.
GOLDMAN SACHS ASSET MANAGEMENT SALOMON BROTHERS ASSET MANAGEMENT PUTNAM INVESTMENT MANAGEMENT, L.L.C.
GOLDMAN SACHS MANAGEMENT INTERNATIONAL T. ROWE PRICE ASSOCIATES, INC.
JANUS CAPITAL MANAGEMENT LLC. WELLINGTON MANAGEMENT COMPANY, LLP
LORD, ABBETT & CO.
T. ROWE PRICE ASSOCIATES, INC.
WELLINGTON MANAGEMENT COMPANY, LLP
</Table>
You can put your money into any one or all of the Variable Portfolios 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 Select 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 July 29, 2003. 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 below in 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.
Anchor National Life Insurance Company changed its name to AIG SunAmerica Life
Assurance Company on March 1, 2003. Please keep in mind, this is a name change
only and will not affect the substance of your contract.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
AIG SunAmerica Life's Annual Report on Form 10-K for the year ended December 31,
2002. File no. 033-47472 is herein incorporated by reference.
All documents or reports filed by AIG SunAmerica Life 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.
AIG SunAmerica Life 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.
AIG SunAmerica Life 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 10279
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,
AIG SunAmerica Life 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 AIG SunAmerica Life.
AIG SunAmerica Life 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
AIG SunAmerica Life's Annuity Service Center, as follows:
AIG SunAmerica Life Assurance 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 AIG SunAmerica Life'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 AIG SunAmerica Life'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 AIG SunAmerica Life in connection with the securities
registered under this prospectus, AIG SunAmerica Life will submit to a court
with jurisdiction to determine whether the indemnification is against public
policy under the Act. AIG SunAmerica Life will be governed by final judgment of
the issue. However, if in the opinion of AIG SunAmerica Life's counsel this
issue has been determined by controlling precedent, AIG SunAmerica Life will not
submit the issue to a court for determination.
2
TABLE OF CONTENTS
<Table>
GLOSSARY.................................................... 4
HIGHLIGHTS.................................................. 5
FEE TABLES.................................................. 6
Maximum Owner Transaction Expenses...................... 6
Separate Account Annual Expenses........................ 6
Optional Income Protector Fee........................... 6
Portfolio Expenses...................................... 6
EXAMPLES.................................................... 7
THE SEASONS SELECT VARIABLE ANNUITY......................... 8
PURCHASING A SEASONS SELECT VARIABLE ANNUITY................ 9
Allocation of Purchase Payments......................... 9
Accumulation Units...................................... 9
Free Look............................................... 10
Exchange Offers......................................... 10
INVESTMENT OPTIONS.......................................... 10
Variable Investment Options............................. 10
PORTFOLIOS............................................ 11
Portfolio Operation................................... 11
SEASONS STRATEGIES.................................... 12
Seasons Strategy Rebalancing.......................... 12
Fixed Investment Options................................ 14
Dollar Cost Averaging Fixed Accounts.................... 14
Transfers During the Accumulation Phase................. 15
Dollar Cost Averaging Program........................... 16
Principal Advantage Program............................. 16
Voting Rights........................................... 17
Substitution............................................ 17
ACCESS TO YOUR MONEY........................................ 17
Free Withdrawal Provision............................... 18
Systematic Withdrawal Program........................... 19
Minimum Contract Value.................................. 19
Qualified Contract Owners............................... 19
DEATH BENEFIT............................................... 19
Death of the Annuitant.................................. 20
EXPENSES.................................................... 20
Separate Account Charges................................ 20
Withdrawal Charges...................................... 21
Investment Charges...................................... 21
Contract Maintenance Fee................................ 21
Transfer Fee............................................ 22
Optional Income Protector Fee........................... 22
Premium Tax............................................. 22
Income Taxes............................................ 22
Reduction or Elimination of Charges and Expenses, and
Additional Amounts Credited............................ 22
INCOME OPTIONS.............................................. 22
Annuity Date............................................ 22
Income Options.......................................... 23
Allocation of Annuity Payments.......................... 24
Transfers During the Income Phase....................... 24
Deferment of Payments................................... 24
The Income Protector.................................... 25
TAXES....................................................... 27
Annuity Contracts in General............................ 27
Tax Treatment of Distributions--Non-Qualified
Contracts.............................................. 28
Tax Treatment of Distributions--Qualified Contracts..... 28
Minimum Distributions................................... 28
Tax Treatment of Death Benefits......................... 29
Contracts Owned by a Trust or Corporation............... 29
Gifts, Pledges and/or Assignments of a Non-Qualified
Contract............................................... 29
Diversification and Investor Control.................... 30
PERFORMANCE................................................. 30
OTHER INFORMATION........................................... 30
AIG SunAmerica Life..................................... 30
The Separate Account.................................... 31
The General Account..................................... 31
Distribution of the Contract............................ 31
Administration.......................................... 31
Legal Proceedings....................................... 32
INDEPENDENT ACCOUNTANTS..................................... 32
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.... 33
APPENDIX A--CONDENSED FINANCIAL INFORMATION................. A-1
APPENDIX B--MARKET VALUE ADJUSTMENT......................... B-1
</Table>
3
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--AIG SunAmerica Life Assurance Company ("AIG SunAmerica Life"), 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.
LATEST ANNUITY DATE--Your 90(th) birthday or 10(th) anniversary, whichever is
later.
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").
PORTFOLIOS--A sub-account of Variable Annuity Account Five which provides for
the variable investment options available under the contract. Each Seasons
Strategy, 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.
VARIABLE PORTFOLIO(S)--Refers collectively to the Select Portfolios, Focused
Portfolios and/or Seasons Strategies.
4
AIG SUNAMERICA LIFE OFFERS SEVERAL DIFFERENT VARIABLE ANNUITY PRODUCTS TO MEET
THE DIVERSE NEEDS OF OUR INVESTORS. EACH PRODUCT MAY PROVIDE DIFFERENT FEATURES
AND BENEFITS AND CORRESPONDINGLY DIFFERENT FEES, CHARGES AND EXPENSES. 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.
HIGHLIGHTS
- --------------------------------------------------------------------------------
The Seasons Select Variable Annuity is a contract between you and AIG SunAmerica
Life Assurance Company ("AIG SunAmerica Life"). 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 any combination of the four pre-allocated
Strategies, the Select Portfolios, and/or Focused Portfolios ("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: If you 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. This amount 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 SELECT 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 separate account charges, which
equal 1.40% (1.52% if you are age 81 or older at the time of contract issue)
annually of the average daily value of your contract allocated to the Variable
Portfolios. There are investment charges on amounts invested in the Variable
Portfolios. If you elect optional features 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 in the contract for nine complete
years, withdrawal charges no longer apply to that portion of the Purchase
Payment. Please see the FEE TABLE, PURCHASING A SEASONS SELECT 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 taxes on earnings and untaxed contributions when you withdraw
them. Payments 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 BENEFIT: A death benefit feature is available under the contract to
protect your Beneficiaries in the event of your death during the Accumulation
Phase. 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 chose from five different income options, including an option
for income that you cannot outlive. Please see INCOME OPTIONS in the prospectus.
INQUIRIES: If you have questions about your contract call your financial
representative or contact Us at AIG SunAmerica Life Assurance Company Annuity
Service Center P.O. Box 54299 Los Angeles, California 90054-0299. Telephone
Number: (800) 445-SUN2.
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.
5
FEE TABLES
- --------------------------------------------------------------------------------
THE FOLLOWING DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME THAT
YOU TRANSFER CASH VALUE BETWEEN INVESTMENT OPTIONS OR SURRENDER THE CONTRACT. IF
APPLICABLE, YOU MAY ALSO BE SUBJECT TO STATE PREMIUM TAXES.
MAXIMUM OWNER TRANSACTION EXPENSES
<Table>
WITHDRAWAL CHARGES
(as a percentage of each Purchase Payment)(1)... 9%
</Table>
- ---------------
<Table>
(1) Withdrawal Charge Schedule
(as a percentage of each Purchase Payment)
Years:............. 1 2 3 4 5 6 7 8 9 10+
9% 8% 7% 6% 6% 5% 4% 3% 2% 0%
</Table>
TRANSFER FEE
No charge for the first 15 transfers each contract year; thereafter, the fee is
$25 ($10 in Pennsylvania and Texas) per transfer
THE FOLLOWING DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY PERIODICALLY
DURING THE TIME THAT YOU OWN THE CONTRACT, NOT INCLUDING UNDERLYING PORTFOLIO
FEES AND EXPENSES, WHICH ARE OUTLINED IN THE NEXT SECTION.
CONTRACT MAINTENANCE FEE
$35 ($30 in North Dakota) waived if contract value $50,000 or more
SEPARATE ACCOUNT ANNUAL EXPENSES
(deducted daily as a percentage of your average daily net asset value)
<Table>
If age 80 or younger at contract issue:
Mortality and Expense Risk Fees.............. 1.25%
Distribution Expense Charge.................. 0.15%
-----
Total Separate Account Annual Expenses....... 1.40%
If age 81 or older at contract issue:
Mortality and Expense Risk Fees.............. 1.37%
Distribution Expense Charge.................. 0.15%
-----
Total Separate Account Annual Expenses....... 1.52%
</Table>
OPTIONAL INCOME PROTECTOR FEE
<Table>
Annual Fee as a % of your Income Benefit
Base......................................... 0.10%
</Table>
The Income Protector is optional and if elected, the fee is deducted annually
from your contract value. 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 proportional withdrawals, and fees and charges applicable to
those withdrawals.
THE NEXT ITEM SHOWS THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES CHARGED BY
THE UNDERLYING PORTFOLIO OF THE TRUST BEFORE ANY WAIVER OR REIMBURSEMENTS. MORE
DETAIL CONCERNING THE TRUST'S FEES AND EXPENSES IS CONTAINED IN THE ATTACHED
TRUST PROSPECTUS. PLEASE READ IT CAREFULLY BEFORE INVESTING.
PORTFOLIO EXPENSES
<Table>
<Caption>
TOTAL ANNUAL TRUST OPERATING EXPENSES MINIMUM MAXIMUM
- ------------------------------------- ------- -------
(expenses that are deducted from
underlying portfolios of the Trust,
including management fees, other
expenses and 12b-1 fees, if
applicable)....................... 0.86% 1.76%
</Table>
6
MAXIMUM AND MINIMUM EXPENSE EXAMPLES
- --------------------------------------------------------------------------------
These Examples are intended to help you compare the cost of investing in the
contract with the cost of investing in other variable annuity contracts. These
costs include owner transaction expenses, contract maintenance fees, separate
account annual expense, fees for optional features and expenses for the
underlying portfolios of the Trusts.
The Examples assume that you invest $10,000 in the contract for the time periods
indicated; that your investment has a 5% return each year; no withdrawals and
that the maximum and minimum fees and expenses of the underlying portfolios of
the Trusts are reflected. Although your actual costs may be higher or lower,
based on these assumptions, your costs at the end of the stated period would be:
MAXIMUM EXPENSE EXAMPLES
(assuming maximum separate account annual expenses of 1.52%, and investment in
an underlying portfolio with total expenses of 1.76%)
(1) If you surrender your contract at the end of the applicable time period and
you elect the optional Income Protector feature with the following charge
(0.10%):
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
$1,246 $1,753 $2,384 $3,712
</Table>
(2) If you do not surrender your contract and you elect the optional Income
Protector feature with the following charge (0.10%):
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
$346 $1,053 $1,784 $3,712
</Table>
(3) If you annuitize your contract:
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
$319 $974 $1,654 $3,467
</Table>
MINIMUM EXPENSE EXAMPLES
(assuming minimum separate account annual expenses of 1.40% and investment in an
underlying portfolio with total expenses of 0.86%)
(1) If you surrender your contract at the end of the applicable time period and
you do not elect the optional Income Protector feature:
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
$1,134 $1,421 $1,835 $2,646
</Table>
(2) If you do not surrender your contract and you do not elect the optional
Income Protector feature:
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
$234 $721 $1,235 $2,646
</Table>
(3) If you annuitize your contract:
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
$229 $706 $1,210 $2,595
</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. We converted the
contract administration fee to a percentage (0.05%). 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. In addition to the stated assumptions, the Examples assume separate account
expenses as indicated and that no transfer fees were imposed. Although
premium taxes may apply in certain states, they are not reflected in the
Examples.
3. Examples reflecting application of optional feature use the highest fees and
charges being offered for this feature.
4. THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Condensed financials appear in Appendix A of this prospectus.
7
THE SEASONS SELECT 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: This means that 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 withdrawal. 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 Variable Portfolios. The Variable
Portfolios have specific investment objectives and their performance varies. You
can gain or lose money if you invest in these Variable Portfolios. The amount of
money you accumulate in your contract depends on the performance of the Variable
Portfolios in which you invest.
The Contract also offers fixed account options for varying time periods. Fixed
account options earn interest at a rate set and guaranteed by AIG SunAmerica
Life. If available and 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 Variable Portfolios and fixed account options available
under this contract, SEE INVESTMENT OPTIONS BELOW.
AIG SunAmerica Life issues the Seasons Select Variable Annuity. When you
purchase a Seasons Select Variable Annuity, a contract exists between you and
AIG SunAmerica Life. 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. AIG SunAmerica Life is an indirect, wholly owned subsidiary of
American International Group, Inc., a Delaware corporation. Seasons Select may
not currently be available in all states.
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 federal tax code 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 9 years. Because of these potential
penalties, you should fully discuss all of the benefits and risks of this
contract with your financial adviser prior to purchase. This contract may not be
available for sale in your state. Please see your financial advisor for
information regarding availability.
8
PURCHASING A SEASONS SELECT 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 MINIMUM SUBSEQUENT
MINIMUM INITIAL SUBSEQUENT PURCHASE PAYMENT--
PURCHASE PAYMENT PURCHASE PAYMENT AUTOMATIC PAYMENT PLAN
---------------- ---------------- ----------------------
Qualified $2,000 $500 $50
Non-Qualified $5,000 $500 $50
</Table>
Prior Company approval is required to accept Purchase Payments greater than
$1,000,000. The Company reserves the right to refuse any Purchase Payment
including one which would cause total Purchase Payments to exceed $1,000,000 at
the time of the Purchase Payment. Once you have contributed at least the minimum
Initial Purchase Payment, you can establish an automatic payment plan that
allows you to make subsequent Purchase Payments of as little as $50.00. We may
refuse any Purchase Payment.
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 over age 90.
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 is contingent upon
prior review and approval by the Company.
This contract is no longer available for purchase by new policyowners.
ALLOCATION OF PURCHASE PAYMENTS
We invest your Purchase Payments in the fixed accounts and Variable Portfolios
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 BELOW.
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 or your financial advisor. 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 Variable Portfolios you select. In order
to keep track of the value of your contract, We use a unit of measure called an
Accumulation Unit. 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 calculate an Accumulation Unit for each Variable
Portfolio after the NYSE closes each day. 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
9
We receive it before 1:00 p.m. Pacific Time ("PT") and on the next day's unit
value if We receive your money after 1:00 p.m. PT. We do this by:
1. determining the total value of money invested in a particular Variable
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. Unless otherwise required by
state law, you will receive back the value of the money allocated to the
Variable Portfolios on the day We receive your request plus any Purchase Payment
in the fixed investment options. This value may be more or less than the money
you initially invested. Thus, the investment risk is borne by you during the
free look period.
Certain states require Us to return your Purchase Payments upon a free look
request. Additionally, all contracts issued as an IRA require the full return of
Purchase Payments upon a free look. With respect to those contracts, We reserve
the right to put your money in the 1-year fixed investment option during the
free look period. If 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 reallocate your money according
to your instructions.
EXCHANGE OFFERS
From time to time, We may offer to allow you to exchange an older variable
annuity issued by AIG SunAmerica Life or one of its affiliates, for a newer
product with more current features and benefits, also issued by AIG SunAmerica
Life or one of its affiliates. Such and Exchange Offer will be made in
accordance with the applicable state and federal securities and insurance rules
and regulations. We will explain the specific terms and conditions of any such
Exchange Offer at the time the offer is made.
INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
The contract offers Variable Portfolios, and fixed investment options. We
designed the contract to meet your varying investment needs over time. You can
achieve this by using the Variable Portfolios alone or in concert with the fixed
investment options. The Variable Portfolios are only available through the
purchase of certain insurance contracts. A mixture of your investment in the
Variable Portfolios 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. AIG SunAmerica Asset Management Corp. ("AIG
SAAMCo"), an affiliate of AIG SunAmerica Life, manages Seasons Series Trust. AIG
SAAMCo has engaged sub-advisers to provide investment advice for certain of the
underlying investment portfolios.
10
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.
PORTFOLIOS
The contract offers 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 one Focused Portfolio. Each multi-managed
Focused Portfolio offers you at least three different professional managers, 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 ideas.
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>
<Caption>
FOCUSED
SELECT PORTFOLIOS PORTFOLIOS
LARGE CAP GROWTH MID CAP GROWTH INTERNATIONAL EQUITY FOCUS GROWTH
AIG Global Investment Corp. AIG Global Investment Corp. AIG Global Investment Corp. Fred Alger Management
Goldman Sachs Asset Management T. Rowe Price Associates, Inc. Goldman Sachs Asset Management Marsico Capital
Janus Capital Management LLC Wellington Management Company, International Management LLC
LLP Lord, Abbett & Co. Solomon Brothers Asset
LARGE CAP COMPOSITE Management
AIG Global Investment Corp. MID CAP VALUE DIVERSIFIED FIXED INCOME
AIG SunAmerica Asset AIG Global Investment Corp. AIG Global Investment Corp.
Management Corp. Goldman Sachs Asset Management AIG SunAmerica Asset
T. Rowe Price Associates, Inc. Lord, Abbett & Co. Management Corp.
Wellington Management Company,
LARGE CAP VALUE SMALL CAP LLP
AIG Global Investment Corp. AIG Global Investment Corp.
T. Rowe Price Associates, Inc. AIG SunAmerica Asset CASH MANAGEMENT
Wellington Management Company, Management Corp. AIG SunAmerica Asset
LLP Lord Abbett Management Corp.
</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, an equal portion of the Purchase Payments
received for allocation to each PORTFOLIO will be allocated among the three
managers for that PORTFOLIO. Each quarter AIG SAAMCo will evaluate the asset
allocation between the three managers of each PORTFOLIO. If AIG SAAMCo
determines that the assets have become significantly unequal in allocation among
the managers, then the in-coming 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. Transfers made as a result of rebalancing a PORTFOLIO are not
considered a transfer under your contract.
11
SEASONS STRATEGIES
The contract offers 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
Investment Management, Inc. The Stock Portfolio is managed by T. Rowe Price
Associates, Inc. All of the Multi-Managed Portfolios include the same three
basic investment components: a growth component managed by Janus Capital
Management LLC., a balanced component managed by AIG SunAmerica Asset Management
Corp. and a fixed income component managed by Wellington Management Company,
LLP. The Growth Seasons Strategy and the Moderate Growth Seasons Strategy also
have an aggressive growth component which AIG SunAmerica Asset Management Corp.
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.
12
<Table>
GROWTH STRATEGY MODERATE GROWTH STRATEGY
GOAL: Long-term growth of capital, allocating its GOAL: Growth of capital through investments in equities,
assets primarily to stocks. This Strategy may be best with a secondary objective of conservation of principal by
suited for those with longer periods to invest. allocating more of its assets to bonds than the Growth
Strategy. This Strategy may be best suited for those nearing
Target Asset Allocation: retirement years but still earning income.
Stocks 80% Bonds 15% Cash Target Asset Allocation:
5%
Stocks 70% Bonds 25% Cash
[GROWTH CHART] 5%
[BALANCED GROWTH CHART]
</Table>
<Table>
BALANCED GROWTH STRATEGY CONSERVATIVE GROWTH STRATEGY
GOAL: Focuses on conservation of principal by GOAL: Capital preservation while maintaining some
investing in a more balanced weighting of stocks and potential for growth over the long term. This Strategy may
bonds, with a secondary objective of seeking a high total be best suited for those with lower investment risk
return. This Strategy may be best suited for those tolerance.
approaching retirement and with less tolerance for
investment risk. Target Asset Allocation:
Target Asset Allocation: Stocks 42% Bonds 53% Cash
5%
Stocks 55% Bonds 40% Cash
5% [CONSERVATIVE GROWTH CHART]
Bonds 53% Cash 5% Stocks 42%
[MODERATE GROWTH CHART]
Bonds 25% Cash 5% Stocks 70%
</Table>
13
FIXED INVESTMENT OPTIONS
Your contract may offer Fixed Account Guarantee Periods ("FAGP") to which you
may allocate certain Purchase Payments or contract value. Available guarantee
periods may be for different lengths of time (such as 1, 3 or 5 years) and may
have different guaranteed interest rates, as noted below. We guarantee the
interest rate credited to amounts allocated to any available FAGP and that the
rate will never be less than the minimum guaranteed interest rate as specified
in your contract. Once established, the rates for specified payments do not
change during the guarantee period. We determine the FAGPs offered at any time
in Our sole discretion and We reserve the right to change the FAGPs that We make
available at any time, unless state law requires Us to do otherwise. Please
check with your financial representative to learn if any FAGPs are currently
offered.
There are three interest rate scenarios for money allocated to the FAGPs. Each
of these rates may differ from one another. Once declared, the applicable rate
is guaranteed until the corresponding guarantee period expires. Under each
scenario your money may be credited a different rate of interest as follows:
- INITIAL RATE: The rate credited to any portion of the initial Purchase
Payment allocated to a FAGP.
- CURRENT RATE: The rate credited to any portion of the subsequent Purchase
Payments allocated to a FAGP.
- RENEWAL RATE: The rate credited to money transferred from a FAGP or a
Variable Portfolio into a FAGP and to money remaining in a FAGP after
expiration of a guarantee period.
When a FAGP ends, you may leave your money in the same FAGP or you may
reallocate your money to another FAGP or to the Variable Portfolios. If you want
to reallocate your money, you must contact Us within 30 days after the end of
the current interest guarantee period and instruct Us as to where you would like
the money invested. We do not contact you. If We do not hear from you, your
money will remain in the same FAGP where it will earn interest at the renewal
rate then in effect for that FAGP.
If you take money out of any available multi-year FAGP before the end of the
guarantee period, We make an adjustment to your contract. We refer to the
adjustment as a market value adjustment ("MVA"). The MVA reflects any difference
in the interest rate environment between the time you place your money in the
FAGP and the time when you withdraw or transfer that money. This adjustment can
increase or decrease your contract value. Generally, if interest rates drop
between the time you put your money into a FAGP 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.
You have 30 days after the end of each guarantee period to reallocate your funds
without incurring any MVA. APPENDIX B SHOWS HOW WE CALCULATE AND APPLY THE MVA.
If available, you may systematically transfer interest earned in available FAGPs
into any of the Variable Portfolios on certain periodic schedules offered by Us.
If available, these systematic transfers will not count toward the 15 free
transfers per contract year and are not subject to a market value adjustment.
You may change or terminate these systematic transfers by contacting Our Annuity
Service Center. Check with your financial representative regarding the current
availability of this service.
All FAGPs may not be available in all states. We reserve the right to refuse any
Purchase Payment to available FAGPs if We are crediting a rate equal to the
minimum guaranteed interest rate specified in your contract. We may also offer
the specific Dollar Cost Averaging Fixed Accounts ("DCAFA"). The rules,
restrictions and operation of the DCAFAs may differ from the standard FAGPs
described above, please see DOLLAR COST AVERAGING PROGRAM below for more
details.
DOLLAR COST AVERAGING FIXED ACCOUNTS
You may invest initial and/or subsequent Purchase Payments in the DCAFAs, if
available. DCAFAs also credit a fixed rate of interest but are specifically
designed to facilitate a dollar cost averaging program. Interest is credited to
amounts allocated to the DCAFAs while your investment is transferred to the
Variable Portfolios over certain specified time frames. The interest rates
applicable to the DCAFA may differ from those applicable to any available FAGPs
but will never be less than the minimum annual guaranteed interest rate as
specified in your contract. However, when using a DCAFA the annual interest rate
is paid on a declining balance as you
14
systematically transfer your investment to the Variable Portfolios. Therefore,
the actual effective yield will be less than the annual crediting rate. We
determine the DCAFAs offered at any time in Our sole discretion and We reserve
the right to change to DCAFAs that We make available at any time, unless state
law requires Us to do otherwise. See DOLLAR COST AVERAGING PROGRAM below for
more information.
TRANSFERS DURING THE ACCUMULATION PHASE
During the Accumulation Phase you may transfer funds between the Variable
Portfolios and/or the fixed account option. Funds already in your contract
cannot be transferred into the DCA fixed accounts. You must transfer at least
$500. If less than $500 will remain in any Variable Portfolio after a transfer,
that amount must be transferred as well.
Subject to certain rules, you may request transfers of your account value
between the Variable Portfolios and/or the fixed account options in writing or
by telephone. Additionally, you may access your account and request transfers
between Variable Portfolios and/or the fixed account options through AIG
SunAmerica's website (http://www.aigsunamerica.com). We currently allow 15 free
transfers per contract per 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 asset
rebalancing program do not count against your 15 free transfers.
We may accept transfer requests by telephone or the Internet unless you tell us
not to on your contract application. When receiving instructions over the
telephone or the Internet, we 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 the Internet. If we fail to follow
our procedures, we may be liable for any losses due to unauthorized fraudulent
instructions.
This product is not designed for professional "market timing" organizations or
other organizations or individuals engaged in trading strategies that seek to
benefit from short term price fluctuations or price irregularities by making
programmed transfers, frequent transfers or transfers that are large in relation
to the total assets of the underlying portfolio in which the Variable Portfolios
invest. These market timing strategies are disruptive to the underlying
portfolios in which the Variable Portfolios invest and thereby potentially
harmful to investors. If we determine, in our sole discretion, that your
transfer patterns among the Variable Portfolios reflect a market timing
strategy, we reserve the right to take action to protect the other investors.
Such action may include but would not be limited to restricting the way you can
request transfers among the Variable Portfolios, imposing penalty fees on such
trading activity, and/or otherwise restricting transfer options in accordance
with state and federal rules and regulations.
Regardless of the number of transfers you have made, we will monitor and, upon
written notification, may terminate your transfer privileges if we determine
that you are engaging in a pattern of transfers that reflects a market timing
strategy or is potentially harmful to other policy owners. Some of the factors
we will consider include:
- the dollar amount of the transfer;
- the total assets of the Variable Portfolio involved in the transfer;
- the number of transfers completed in the current calendar quarter; or
- whether the transfer is part of a pattern of transfers to take advantage
of short-term market fluctuations or market inefficiencies.
Any transfer request in excess of 12 transfers per contract year must be
submitted in writing by U.S. mail. Transfer requests sent by same day mail,
overnight mail or courier services will not be accepted. We will process any
transfer request as of the day we receive it, if received before close of the
New York Stock Exchange ("NYSE"), generally at 1:00 p.m. PST. If the transfer
request is received after the close of the NYSE, the request will be processed
on the next business day.
Transfer requests required to be submitted by U.S. mail can only be cancelled in
writing by U.S. mail. We will process a cancellation request only if it is
received prior to or simultaneous with the original transfer request.
15
For information regarding transfers during the Income Phase, SEE INCOME OPTIONS
BELOW.
We reserve the right to modify, suspend, waive or terminate these transfer
provisions at any time.
DOLLAR COST AVERAGING PROGRAM
The Dollar Cost Averaging ("DCA") program allows you to invest gradually in the
Variable Portfolios. Under the program you systematically transfer a set dollar
amount or percentage of portfolio value from one Variable Portfolio or DCAFAs
(source account) to any other Variable Portfolio (target account). Transfers may
occur on certain periodic schedules such as monthly or weekly and count against
your 15 free transfers per contract year. You may change the frequency to other
available options at any time by notifying Us in writing. The minimum transfer
amount under the DCA program is $100 per transaction, regardless of the source
account. Currently, there is no fee for participating in the DCA program.
We may offer DCAFAs exclusively to facilitate the DCA program for a specified
time period. The DCAFAs only accept new Purchase Payments. You cannot transfer
money already in your contract into the DCAFAs. If you allocate new Purchase
Payments into a DCAFA, We transfer all your money into the Variable Portfolios
over the selected time period. You cannot change the option once selected.
You may terminate the DCA program at any time. If money remains in the DCAFAs,
We transfer the remaining money according to your instructions or to your
current allocation on file. Upon termination of the DCA program, if money
remains in the DCA fixed accounts, We transfer the remaining money to the same
target account(s) 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 SELECT 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.
PRINCIPAL ADVANTAGE PROGRAM
The Principal Advantage Program allows you to invest in one or more of the
Variable Portfolios 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 Variable
Portfolios you select. You decide how much you want to invest and approximately
when you want a return of principal. We calculate how much of
16
your Purchase Payment needs to be allocated to the particular fixed investment
option to ensure that it grows to an amount equal to your total principal
invested under this program.
We reserve the right to modify, suspend or terminate this program at any time.
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 7 years. If the
7-year fixed investment option is offering a 5% interest rate, We will
allocate $71,069 to the 7-year fixed investment option to ensure that this
amount will grow to $100,000 at the end of the 7-year period. The remaining
$28,931 may be allocated among the Variable Portfolios, as determined by
you, to provide opportunity for greater growth.
VOTING RIGHTS
AIG SunAmerica Life is the legal owner of the Seasons Series Trust shares.
However, when an underlying 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
We may amend your contract due to changes to the investment variable portfolios
offered under your contract. For example, we may offer new portfolios, delete
portfolios, or stop accepting allocations and/or investments in a particular
portfolio. We may move assets and re-direct future premium allocations from one
portfolio to another if we receive investor approval through a proxy vote or SEC
approval for a fund substitution. This would occur if a portfolio is no longer
an appropriate investment for the contract, for reasons such as continuing
substandard performance, or for changes to the portfolio manager, investment
objectives, risks and strategies, or federal or state laws. The new investment
variable Portfolio offered may have different fees and expenses. You will be
notified of any upcoming proxies or substitutions that affect your portfolio
choices.
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,
BELOW.
Generally, We deduct a withdrawal charge applicable to any total or partial
withdrawal and a market value adjustment if a withdrawal comes from the multi
year fixed investment options 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, BELOW. 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 value left
in any Variable Portfolios 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 Variable Portfolio 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 market value adjustment.
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
Portfolios is not reasonably practicable; (4) the SEC, by order, so permits for
the protection of contract owners.
17
Additionally, We reserve the right to defer payments for a withdrawal from a
fixed investment option. Such deferrals are limited to no longer than six
months.
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 We will recoup any surrender charges which would have been due
at the time the free withdrawals were taken if your prior free withdrawal(s) had
not been free.
To determine your free withdrawal amount and your surrender 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:
1. Any free withdrawals in any year that were in excess of your penalty
free earnings and were based on the part of the Total Investment Amount
that was no longer subject to surrender charges at the time of the
withdrawal.
2. Any prior withdrawals of the Total Investment Amount on which you
already paid a surrender penalty, plus any surrender charge paid on such
a withdrawal.
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 surrender charge before those Purchase Payments which are
still subject to the surrender charge.
During the first year after We issue your contract your free withdrawal amount
is the greater of:
1. Your penalty-free earnings, or;
2. If you are participating in the Systematic Withdrawal program, a total
of 10% of your Total Invested Amount less any withdrawals taken during
the contract year.
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 surrender charges, or;
2. 10% of the portion of your Total Invested Amount that has been in your
contract for at least one year less any withdrawals taken during the
contract year.
Purchase payments, above and beyond the amount of your free withdrawal amount,
that are invested for less than 9 years and withdrawn 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. 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 advisor.
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.
18
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 and
no subsequent Purchase Payments. In contract year 2 and year 3, you take out
your maximum free withdrawal of $10,000 for each year. After that free
withdrawal your contract value is $80,000. In contract year 5 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 ($80,000)
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 ($74,000)
SYSTEMATIC WITHDRAWAL PROGRAM
If you elect, We use money in your contract to pay you monthly, quarterly,
semi-annual or annual payments during the Accumulation Phase. Electronic
transfer of these funds to your bank account is also available. The minimum
amount of each withdrawal is $250. There must be at least $500 remaining in your
contract at all times. Withdrawals may be taxable and a 10% IRS tax penalty may
apply if you are under age 59 1/2. Any withdrawals you make using this program
count against your free withdrawal amount as described above. Withdrawals in
excess of that amount may incur a withdrawal charge. There is no additional
charge for participating in this program.
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, BELOW for a more detailed explanation.
DEATH BENEFIT
- --------------------------------------------------------------------------------
If you die during the Accumulation Phase of your contract, We pay a death
benefit to your Beneficiary.
If at the time We issued your contract, you were 80 years old or younger, the
death benefit is the greatest of:
1. the value of your contract on the date We receive all required paperwork
and satisfactory proof of death; or
2. total Purchase Payments less withdrawals (and any fees or charges
applicable to such withdrawals) in an amount proportionate to the amount
by which such withdrawals decreased contract values, compounded at a 4%
annual growth rate until the date of death (3% growth rate if 70 or
older at the time of contract issue); or
3. the value of your contract on the seventh contract anniversary, plus any
Purchase Payments and less withdrawals (and any fees or charges
applicable to such withdrawals) in an amount proportionate to the amount
by which such withdrawals decreased contract values, since the seventh
contract anniversary, all compounded at a 4% annual growth rate until
the date of death (3% growth rate if age 70 or older at the time of
contract issue); or
19
4. the maximum anniversary value on any contract anniversary prior to your
81st birthday. The anniversary value equals the value of your contract
on a contract anniversary plus any Purchase Payments and less any
withdrawals (and any fees or charges applicable to such withdrawals) in
an amount proportionate to the amount by which such withdrawals
decreased contract values, since that contract anniversary.
If at the time We issue your contract, you were 81 years old or older, the death
benefit is the greater of:
1. the value of your contract on the date We receive all required paperwork
and satisfactory proof of death; or
2. total Purchase Payments less withdrawals (and any fees or charges
applicable to such withdrawals) in an amount proportionate to the amount
by which such withdrawals decreased contract values, compounded at a 3%
annual growth rate until the date of death.
The death benefit is not paid after you switch to 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, BELOW.
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.
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 option. 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 your death. If the Beneficiary is the spouse of the owner, he or she can
elect to continue the contract at the then current value, rather than receive a
death benefit.
DEATH OF THE ANNUITANT
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
corporation), 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.
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.
SEPARATE ACCOUNT CHARGES
If you are age 80 or younger when your contract is issued, the Company deducts a
mortality and expense risk charge in the amount of 1.40% annually of the value
of your contract invested in the Variable Portfolios. If you are age 81 or older
when your contract is issued, the Company deducts a mortality and expense risk
charge in the amount of 1.52% annually of the value of your contract invested in
the Variable Portfolios. 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
20
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. The
Insurance Charge is expected to result in a profit. Profit may be used for any
legitimate cost/expense including distribution, depending upon market
conditions.
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 withdrawal charge percentage declines each year a Purchase
Payment is in the contract, as follows:
<Table>
<Caption>
YEAR 1 2 3 4 5 6 7 8 9 10+
- ----------------- --- --- --- --- --- --- --- --- --- ---
Withdrawal Charge 9% 8% 7% 6% 6% 5% 4% 3% 2% 0%
</Table>
After a Purchase Payment has been in the contract for nine complete years, the
withdrawal charge no longer applies to that 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.
The contract provides a free withdrawal amount every year. SEE ACCESS TO YOUR
MONEY ABOVE.
We will not assess a withdrawal charge for money withdrawn to pay a death
benefit. 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
BELOW.
INVESTMENT CHARGES
Charges are deducted from the assets of the investment portfolios underlying the
Variable Portfolios for the advisory and other expenses of the portfolios. THE
FEE TABLE ABOVE ILLUSTRATES THESE CHARGES AND EXPENSES. 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. 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 Oregon, Pennsylvania, Texas and Washington a
contract maintenance fee will be deducted pro-rata from the Variable Portfolios
in which you are invested, only. If you withdraw your entire contract value, We
deduct the fee from that withdrawal.
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.
21
TRANSFER FEE
We currently permit 15 free transfers between investment options, every contract
year. We charge you $25 for each transfer over 15 in any one year ($10 in
Pennsylvania and Texas). We deduct the transfer fee from the Variable Portfolios
and/or fixed investment option from which you request the transfer. SEE
INVESTMENT OPTIONS, ABOVE.
OPTIONAL INCOME PROTECTOR FEE
Please see page 26 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 ranging from 0.0% to 3.5%. We deduct these premium tax charges from
your contract when applicable. Currently We deduct the charge for premium taxes
when you take a full withdrawal 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.
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.
AIG SunAmerica Life 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.
22
Income payments must begin on or before your 90th 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. 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, BELOW.
INCOME OPTIONS
Currently, this Contract offers five standard Income Options. Other payout
options may be available. Contact the Annuity Service Center for more
information. 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.
23
ALLOCATION OF ANNUITY PAYMENTS
You can choose income payments that are fixed, variable or both. If payments are
fixed, AIG SunAmerica Life 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 Variable Portfolios in which you invest.
FIXED OR VARIABLE INCOME PAYMENTS
You can choose income payments that are fixed, variable or both. If at the date
when income payments begin you are invested in the Variable Portfolios 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
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.
Your income payments will vary if you are invested in the Variable Portfolios
after the Annuity Date depending on four factors:
- for life options, your age when payments begin, and in most states, if a
Non-qualified contract, your gender and;
- the value of your contract in the Variable Portfolios on the Annuity
Date, and;
- the 3.5% assumed investment rate for variable income payments used in the
annuity table for the contract, and;
- the performance of the Variable Portfolios in which you are invested
during the time you receive income payments.
If you are invested in both the fixed account options and the Variable
Portfolios after the Annuity Date, the allocation of funds between the fixed
accounts and Variable Portfolios also impacts the amount of your annuity
payments.
The value of variable income payments, if elected, is based on an assumed
interest rate ("AIR") of 3.5% compounded annually. Variable income payments
generally increase or decrease from one income payment date to the next based
upon the performance of the applicable Variable Portfolios. If the performance
of the Variable Portfolios selected is equal to the AIR, the income payments
will remain constant. If performance of Variable Portfolios is greater than the
AIR, the income payments will increase and if it is less than the AIR, the
income payments will decline.
TRANSFERS DURING THE INCOME PHASE
During the Income Phase, one (1) transfer per month is permitted between the
Variable Portfolios. 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. See also Access to
Your Money above for a discussion of when payments from a Variable Portfolio may
be suspended or postponed.
Please read the Statement of Additional Information for a more detailed
discussion of the income options.
24
THE INCOME PROTECTOR
If you purchase your contract after July 5, 2000, you may elect to enroll in the
Income Protector Program. The Income Protector Program provides a future "safety
net" which offers you the ability to receive a guaranteed fixed minimum
retirement income when you choose to begin receiving income payments. With 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.
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. 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 Variable Portfolios in which you
invest.
Your Income Benefit Base increases if you make subsequent Purchase Payments and
decreases if you withdraw money from your contract. The 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 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.
ENROLLING IN THE PROGRAM
If you decide that you want the protection offered by the Income Protector
program, you must elect the option of your choice by completing the Income
Protector Election Form. You can not terminate your enrollment once elected.
ELECTING TO RECEIVE INCOME
In order to exercise the Income Protector feature, you may not begin the income
phase for at least nine years following the date your enrollment in the program
became effective. Further, you may begin taking income payments using the Income
Protector feature only within 30 days after the ninth or later contract
anniversary following the effective date of your enrollment in the Income
Protector program.
25
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.
You may wish to consult your tax advisor for information concerning your
particular circumstances.
FEES ASSOCIATED WITH THE INCOME PROTECTOR PROGRAM
If you elect to participate in the Income Protector program We deduct a fee
equal to 0.10% 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 will
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.
26
HYPOTHETICAL EXAMPLE OF THE OPERATION OF THE INCOME PROTECTOR PROGRAM:
This table assumes a $100,000 initial investment in a Non-qualified contract and
the election of the optional Income Protector program at contract issue with no
further premiums, no withdrawals or premium taxes.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------------
ANNUAL INCOME IF YOU ANNUITIZE ON THE FOLLOWING CONTRACT ANNIVERSARIES:
IF AT ISSUE YOU ARE . . . 1-8 9 10 15 20
- ----------------------------------------------------------------------------------------------------------------------------
Male (M), Age 60* N/A 6,480 6,672 7,716 8,832
- ----------------------------------------------------------------------------------------------------------------------------
Female (F), Age 60* N/A 5,700 5,880 6,900 8,112
- ----------------------------------------------------------------------------------------------------------------------------
M and F, Age 60** N/A 4,920 5,028 5,544 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 adviser for availability in your state.
We reserve the right to modify, suspend or terminate the program at any time.
Please read the Statement of Additional Information, available upon request, for
a more detailed discussion of the income options.
TAXES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: WE PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL DISCUSSION OF
THE SUBJECT. THIS INFORMATION ADDRESSES GENERAL FEDERAL TAXATION MATTERS, AND
GENERALLY DOES NOT ADDRESS STATE TAXATION ISSUES OR QUESTIONS. IT IS NOT TAX
ADVICE. RECENT TAX LEGISLATION INCLUDED MANY CHANGES THAT COULD AFFECT THE
TAXATION OF INVESTMENT INCOME. YOU MAY WISH 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. WE HAVE INCLUDED AN ADDITIONAL
DISCUSSION REGARDING TAXES IN THE SAI.
ANNUITY CONTRACTS IN GENERAL
The Internal Revenue Code ("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 that satisfy specific tax and ERISA requirements automatically
provide tax deferral regardless of whether the underlying contract is an
annuity, a trust or a custodial account. 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), plans of self-employed individuals (often referred to as H.R.
10 Plans or 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. However,
you normally will have cost basis in a Roth IRA, and you may have cost basis in
a traditional IRA or in another Qualified Contract.
27
TAX TREATMENT OF DISTRIBUTIONS--NON-QUALIFIED CONTRACTS
If you make a partial or total withdrawal from a Non-Qualified contract, the IRC
treats such a withdrawal as first coming from the earnings and then as coming
from your Purchase Payments. Purchase Payments made prior to August 14, 1982,
however, are an important exception to this general rule, and for tax purposes
are treated as being distributed before the earnings on those contributions. If
you annuitize your contract, a portion of each income payment will be
considered, for tax purposes, to be a return of a portion of your Purchase
Payment(s). Any portion of each income 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 IRC 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 IRC); (4) when
paid 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 are attributable to 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. As a result, with certain limited exceptions, any amount of
money you take out as a withdrawal or as income payments is taxable income. The
IRC further provides for a 10% penalty tax on any taxable 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 IRC); (4) in a series of
substantially equal installments, made for your life or for the joint lives of
you and your Beneficiary, that begins after separation from service with the
employer sponsoring the plan; (5) to the extent such withdrawals do not exceed
limitations set by the IRC for deductible amounts paid during the taxable year
for medical care; (6) to fund higher education expenses (as defined in IRC; only
from an IRA); (7) to fund certain first-time home purchase expenses (only from
an IRA); and, except in the case of an IRA; (8) when you separate from service
after attaining age 55; (9) when paid for health insurance if you are unemployed
and meet certain requirements; and (10) when paid to an alternate payee pursuant
to a qualified domestic relations order.
The IRC limits the withdrawal of an employee's voluntary Purchase Payments to a
Tax-Sheltered Annuity (TSA). Withdrawals can only be made when an owner: (1)
reaches age 59 1/2; (2) severs employment with the employer; (3) dies; (4)
becomes disabled (as defined in the IRC); or (5) experiences a hardship (as
defined in the IRC). In the case of hardship, the owner can only withdraw
Purchase Payments. Additional plan limitations may also apply. Amounts held in a
TSA annuity contract as of December 31, 1988 are not subject to these
restrictions. Qualifying transfers of amounts from one TSA contract to another
TSA contract under section 403(b) or to a custodial account under section
403(b)(7), and qualifying transfers to a state defined benefit plan to purchase
service credits, are not considered distributions, and thus are not subject to
these withdrawal limitations. If amounts are transferred from a custodial
account described in Code section 403(b)(7) to this contract the transferred
amount will retain the custodial account withdrawal restrictions.
Withdrawals from other Qualified Contracts are often limited by the IRC and by
the employer's plan.
MINIMUM DISTRIBUTIONS
Generally, the IRS requires that you begin taking annual distributions from
qualified annuity 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) the calendar year
in which you retire. If you own an IRA, you must begin taking distributions when
you attain age 70 1/2, regardless of when you retire. If you own more than one
TSA, you may be permitted to take your annual distributions in any combination
from your TSAs. A similar rule applies if you own more than one IRA. However,
you cannot satisfy this distribution requirement for your TSA contract by taking
a distribution from an IRA, and you cannot satisfy the requirement for your IRA
by taking a distribution from a TSA.
You may be subject to a surrender charge on withdrawals taken to meet minimum
distribution requirements, if the withdrawals exceed the contract's maximum
penalty free amount.
28
Failure to satisfy the minimum distribution requirements may result in a tax
penalty. You should consult your tax advisor for more information.
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, semiannual 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 or
discontinue this 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 includible 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.
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. However, this treatment is
not applied to a contract held by a trust or other entity as an agent for a
natural person nor to contracts held by Qualified Plans. See the SAI for a more
detailed discussion of the potential adverse tax consequences associated with
non-natural ownership of a non-qualified annuity contract.
GIFTS, PLEDGES AND/OR ASSIGNMENTS OF A NON-QUALIFIED CONTRACT
If you transfer ownership of your Non-Qualified contract to a person other than
your spouse (or former spouse incident to divorce) as a gift you will pay
federal income 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. See the SAI for a more detailed discussion regarding potential tax
consequences of gifting, assigning or pledging a non-qualified contract.
29
DIVERSIFICATION AND INVESTOR CONTROL
The IRC imposes certain diversification requirements on the underlying
investments for a variable annuity. We believe that the underlying portfolios'
management monitors the 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, and not AIG SunAmerica Life, would be considered the owner of
the shares of the portfolios under your Nonqualified Contract, because of the
degree of control you exercise over the underlying investments. This
diversification requirement is sometimes referred to as "investor control." It
is unknown to what extent owners are permitted to select investments, to make
transfers among VARIABLE PORTFOLIOS or the number and type of VARIABLE
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
Nonqualified Contract, could be treated as the owner of the underlying
portfolios. Due to the uncertainty in this area, We reserve the right to modify
the contract in an attempt to maintain favorable tax treatment.
These investor control limitations generally do not apply to Qualified
Contracts, which are referred to as "Pension Plan Contracts" for purposes of
this rule, although the limitations could be applied to Qualified Contracts in
the future.
PERFORMANCE
- --------------------------------------------------------------------------------
From time to time We will advertise the performance of the Variable Portfolios.
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 Variable Portfolios advertise total return, gross yield and
yield-to-maturity. These figures represent past performance of the Variable
Portfolios. These performance numbers do not indicate future results.
We may show performance of each Variable Portfolios in comparison to various
appropriate indexes 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 for additional information
regarding the methods used to calculate performance data.
AIG SunAmerica Life 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 Ratings. 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 Fitch 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 Variable Portfolios.
OTHER INFORMATION
- --------------------------------------------------------------------------------
AIG SUNAMERICA LIFE
AIG SunAmerica Life is a stock life insurance company originally organized under
the laws of the state of California in April, 1965. On January 1, 1996, AIG
SunAmerica Life redomesticated under the laws of the state of Arizona.
AIG SunAmerica Life and its affiliates, SunAmerica Life Insurance Company, First
SunAmerica Life Insurance Company, AIG SunAmerica Asset Management Corp., and
the AIG Advisors Group, Inc. (comprising six
30
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
AIG SunAmerica Life 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.
AIG SunAmerica Life 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 AIG SunAmerica Life. 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 AIG SunAmerica Life. Assets in the Separate Account
are not guaranteed by AIG SunAmerica Life.
THE GENERAL ACCOUNT
Money allocated to the fixed account options goes into AIG SunAmerica Life's
general account. The general account consists of all of AIG SunAmerica Life'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 AIG SunAmerica Life
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.
AIG SunAmerica Capital Services, Inc., Harborside Financial Plaza, 3200 Plaza 5,
Jersey City, NJ 07311 distributes the contracts. AIG SunAmerica Capital Services
is an affiliate of AIG SunAmerica Life, 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. 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. During the
accumulation phase, you will receive confirmation of transactions within your
contract. Transactions made pursuant to contractual or systematic agreements,
such as 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 other transactions, We send confirmations
immediately. 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.
31
LEGAL PROCEEDINGS
There are no pending legal proceedings affecting the Separate Account. AIG
SunAmerica Life engages in various kinds of routine litigation. In management's
opinion these matters are not of material importance to the Company's total
assets nor are they with respect to the assets of the Separate Account.
INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
The consolidated financial statements for AIG SunAmerica Life Assurance Company
(formerly Anchor National Life Insurance Company) at December 31, 2002 and 2001,
and for each of the three years in the period ended December 31, 2002 and the
financial statements of Variable Annuity Account Five at April 30, 2003, and for
each of the two years in the period ended April 30, 2003, are incorporated
herein by reference in this prospectus in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
32
TABLE OF CONTENTS OF
STATEMENT OF ADDITIONAL INFORMATION
<Table>
Separate Account............................................ 3
General Account............................................. 4
Performance Data............................................ 4
Annuity Payments............................................ 8
Annuity Unit Values......................................... 8
Taxes....................................................... 11
Distribution of Contracts................................... 16
Financial Statements........................................ 16
</Table>
33
APPENDIX A - CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
<Table>
<Caption>
FISCAL 3/31/00 4/30/00 4/30/01 4/30/02
YEAR TO TO TO TO
STRATEGIES INCEPTION TO 3/31/99 3/31/00 4/30/00 4/30/01 4/30/02 4/30/03
- ------------------------- -------------------- --------- --------- --------- --------- ---------
- -----------------------------------------------------------------------------------------------------------
Growth
(Inception Date:
(a) 3/4/99 (b) 4/6/99)
Beginning AUV.......... (a) 15.05 15.89 21.30 20.24 17.060 14.397
(b) 0 16.27 21.27 20.22 17.018 14.344
End AUV................ (a) 15.89 21.30 20.24 17.06 14.397 12.770
(b) 0 21.27 20.22 17.02 14.344 12.707
Ending Number of AUs... (a) 31,169 1,653,495 1,871,300 4,391,169 3,845,259 2,885,924
(b) 0 126,216 132,445 278,263 243,444 203,459
- -----------------------------------------------------------------------------------------------------------
Moderate Growth
(Inception Date:
(a) 3/3/99 (b) 4/26/99)
Beginning AUV.......... (a) 14.25 15.09 19.48 18.62 16.298 14.197
(b) 0 15.79 19.46 18.59 16.259 14.145
End AUV................ (a) 15.09 19.48 18.62 16.30 14.197 12.885
(b) 0 19.46 18.59 16.26 14.145 12.823
Ending Number of AUs... (a) 93,136 1,559,019 1,760,865 3,829,366 3,880,927 2,933,797
(b) 0 53,392 69,503 228,084 227,877 180,653
- -----------------------------------------------------------------------------------------------------------
Balanced Growth
(Inception Date:
(a) 3/5/99 (b) 4/5/99)
Beginning AUV.......... (a) 13.80 14.05 16.68 16.11 14.986 13.731
(b) 0 14.26 16.66 16.09 14.948 13.681
End AUV................ (a) 14.05 16.68 16.11 14.99 13.731 12.924
(b) 0 16.66 16.09 14.95 13.681 12.861
Ending Number of AUs... (a) 85,553 991,695 1,061,795 2,286,317 2,273,698 1,998,503
(b) 0 113,160 109,857 305,108 227,027 168,763
- -----------------------------------------------------------------------------------------------------------
Conservative Growth
(Inception Date:
(a) 3/5/99 (b) 3/19/99)
Beginning AUV.......... (a) 13.03 13.21 14.89 14.50 14.137 13.445
(b) 13.25 13.21 14.87 14.48 14.101 13.395
End AUV................ (a) 13.21 14.89 14.50 14.14 13.445 13.071
(b) 13.21 14.87 14.48 14.10 13.395 13.007
Ending Number of AUs... (a) 33,892 623,175 629,067 1,262,136 1,376,306 1,326,779
(b) 5,689 77,606 81,771 149,827 132,461 123,733
- -----------------------------------------------------------------------------------------------------------
</Table>
AUV-Accumulation Unit Value
AU-Accumulation Units
(a) Reflects age 80 or younger
(b) Reflects age 81 or older
A-1
<Table>
<Caption>
FISCAL 3/31/00 4/30/00 4/30/01 4/30/02
YEAR TO TO TO TO
SELECT PORTFOLIOS INCEPTION TO 3/31/99 3/31/00 4/30/00 4/30/01 4/30/02 4/30/03
- ------------------------- -------------------- --------- --------- --------- --------- ---------
- -----------------------------------------------------------------------------------------------------------
Large Cap Growth
(Inception Date:
(a) 3/1/99 (b) 4/6/99)
Beginning AUV.......... (a) 10.00 10.68 14.94 13.99 10.128 7.948
(b) 0 10.00 13.53 12.67 9.160 7.180
End AUV................ (a) 10.68 14.94 13.99 10.13 7.948 6.832
(b) 0 13.53 12.67 9.16 7.180 6.164
Ending Number of AUs... (a) 85,647 1,058,317 1,158,071 2,665,362 2,259,645 1,778,572
(b) 0 59,510 77,385 228,987 221,014 176,478
- -----------------------------------------------------------------------------------------------------------
Large Cap Composite
(Inception Date:
(a) 3/1/99 (b) 4/8/99)
Beginning AUV.......... (a) 10.00 10.41 12.88 12.30 10.426 8.876
(b) 0 10.00 11.87 11.34 9.599 8.162
End AUV................ (a) 10.41 12.88 12.30 10.43 8.876 7.467
(b) 0 11.87 11.34 9.60 8.162 6.858
Ending Number of AUs... (a) 33,347 316,855 361,941 715,674 670,641 583,952
(b) 0 17,244 18,966 35,031 23,619 20,743
- -----------------------------------------------------------------------------------------------------------
Large Cap Value
(Inception Date:
(a) 3/1/99 (b) 4/6/99)
Beginning AUV.......... (a) 10.00 10.32 10.75 10.79 12.363 11.322
(b) 0 10.00 10.32 10.35 11.848 10.837
End AUV................ (a) 10.32 10.75 10.79 12.36 11.322 9.468
(b) 0 10.32 10.35 11.85 10.837 9.052
Ending Number of AUs... (a) 34,004 531,732 571,490 1,296,249 1,462,924 1,174,422
(b) 0 9,381 11,064 43,104 60,523 48,995
- -----------------------------------------------------------------------------------------------------------
Mid Cap Growth
(Inception Date:
(a) 3/1/99 (b) 4/8/99)
Beginning AUV.......... (a) 10.00 10.62 18.41 16.85 13.703 12.213
(b) 0 10.00 16.95 15.50 12.595 11.212
End AUV................ (a) 10.62 18.41 16.85 13.70 12.213 10.280
(b) 0 16.95 15.50 12.59 11.212 9.426
Ending Number of AUs... (a) 27,096 529,844 612,249 1,483,760 1,377,519 1,039,978
(b) 0 22,616 35,007 116,099 94,966 77,977
- -----------------------------------------------------------------------------------------------------------
Mid Cap Value
(Inception Date:
(a) 3/1/99 (b) 4/8/99)
Beginning AUV.......... (a) 10.00 10.10 10.93 11.14 14.212 15.662
(b) 0 10.00 10.78 10.98 13.996 15.405
End AUV................ (a) 10.10 10.93 11.14 14.21 15.662 13.204
(b) 0 10.78 10.98 14.00 15.405 12.972
Ending Number of AUs... (a) 11,278 297,306 318,151 796,922 1,019,911 797,665
(b) 0 18,247 33,708 115,825 82,010 36,957
- -----------------------------------------------------------------------------------------------------------
</Table>
AUV-Accumulation Unit Value
AU-Accumulation Units
(a) Reflects age 80 or younger
(b) Reflects age 81 or older
A-2
<Table>
<Caption>
FISCAL 3/31/00 4/30/00 4/30/01 4/30/02
YEAR TO TO TO TO
SELECT PORTFOLIOS INCEPTION TO 3/31/99 3/31/00 4/30/00 4/30/01 4/30/02 4/30/03
- ------------------------- -------------------- --------- --------- --------- --------- ---------
- -----------------------------------------------------------------------------------------------------------
Small Cap
(Inception Date:
(a) 3/1/99 (b) 4/8/99)
Beginning AUV.......... (a) 10.00 10.35 15.00 13.56 11.209 10.477
(b) 0 10.00 14.46 13.07 10.786 10.070
End AUV................ (a) 10.35 15.00 13.56 11.21 10.477 8.120
(b) 0 14.46 13.07 10.79 10.070 7.795
Ending Number of AUs... (a) 22,807 432,850 481,239 1,239,523 1,275,746 1,003,103
(b) 0 17,502 32,914 74,871 72,435 65,526
- -----------------------------------------------------------------------------------------------------------
International Equity
(Inception Date:
(a) 3/1/99 (b) 4/6/99)
Beginning AUV.......... (a) 10.00 10.51 13.61 12.46 9.609 7.780
(b) 0 10.00 12.71 11.63 8.962 7.247
End AUV................ (a) 10.51 13.61 12.46 9.61 7.780 5.855
(b) 0 12.71 11.63 8.96 7.247 5.447
Ending Number of AUs... (a) 23,961 314,634 384,946 1,208,881 1,109,279 950,385
(b) 0 9,229 23,901 59,533 57,707 40,366
- -----------------------------------------------------------------------------------------------------------
Diversified Fixed Income
(Inception Date:
(a) 3/10/99 (b) 4/8/99)
Beginning AUV.......... (a) 10.00 10.02 10.00 9.96 10.576 10.935
(b) 0 10.00 9.87 9.82 10.422 10.762
End AUV................ (a) 10.02 10.00 9.96 10.58 10.935 11.774
(b) 0 9.87 9.82 10.42 10.762 11.574
Ending Number of AUs... (a) 31,762 474,014 513,721 1,135,253 1,338,549 1,415,730
(b) 0 12,327 13,385 68,020 73,370 73,584
- -----------------------------------------------------------------------------------------------------------
Cash Management
(Inception Date:
(a) 3/26/99 (b) 4/8/99)
Beginning AUV.......... (a) 10.00 10.00 10.32 10.35 10.780 10.857
(b) 0 10.00 10.30 10.33 10.744 10.808
End AUV................ (a) 10.00 10.32 10.35 10.78 10.857 10.791
(b) 0 10.30 10.33 10.74 10.808 10.727
Ending Number of AUs... (a) 970 380,169 235,608 583,476 487,732 513,839
(b) 0 19,302 26,880 34,844 43,620 33,488
- -----------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
FOCUSED PORTFOLIOS
- -------------------------
- -------------------------------------------------------------------------------------------------------
Focus Growth
(Inception Date:
(a) 7/7/00 (b) 7/7/00)
Beginning AUV.......... (a) 0 0 0 10.00 7.648 6.585
(b) 0 0 0 10.00 7.204 6.195
End AUV................ (a) 0 0 0 7.65 6.584 5.597
(b) 0 0 0 7.20 6.195 5.259
Ending Number of AUs... (a) 0 0 0 1,140,438 1,102,958 1,038,908
(b) 0 0 0 70,478 70,526 61,088
- -------------------------------------------------------------------------------------------------------
</Table>
AUV-Accumulation Unit Value
AU-Accumulation Units
(a) Reflects age 80 or younger
(b) Reflects age 81 or older
A-3
APPENDIX B - MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------
The information in this Appendix applies only if you take money out of a FAGP
(with a duration longer than 1 year) before the end of the guarantee period.
We calculate the MVA by doing a comparison between current rates and the rate
being credited to you in the FAGP. For the current rate We use a rate being
offered by Us for a guarantee period that is equal to the time remaining in the
FAGP from which you seek withdrawal. If we are not currently offering a
guarantee period for that period of time, We determine an applicable rate by
using a formula to arrive at a number between the interest rates currently
offered for the two closest periods available.
Where the MVA is negative, We first deduct the adjustment from any money
remaining in the FAGP. If there is not enough money in the FAGP to meet the
negative deduction, We deduct the remainder from your withdrawal. Where the MVA
is positive, We add the adjustment to your withdrawal amount. If a withdrawal
charge applies, it is deducted before the MVA calculation. The MVA is assessed
on the amount withdrawn less any withdrawal charges.
The MVA is computed by multiplying the amount withdrawn, transferred or taken
under an income option by the following factor:
[[(1+I/(1+J+L)] to the power of N/12] - 1
where:
I is the interest rate you are earning on the money invested in
the FAGP;
J is the interest rate then currently available for the period of
time equal to the number of years remaining in the term you initially agreed to
leave your money in the FAGP;
N is the number of full months remaining in the term you initially
agreed to leave your money in the FAGP; and
L is 0.005 (Some states require a different value. Please see your
contract.)
We do not assess an MVA against withdrawals under the following circumstances:
- If a withdrawal is made within 30 days after the end of a guarantee
period;
- If a withdrawal is made to pay contract fees and charges;
- To pay a death benefit; and
- Upon beginning an income option, if occurring on the Latest Annuity Date.
EXAMPLES OF THE MVA
The purpose of the examples below is to show how the MVA adjustments are
calculated and may not reflect the Guarantee periods available or Withdrawal
Charges applicable under your contract.
The examples below assume the following:
(1) You made an initial Purchase Payment of $10,000 and allocated it to a
FAGP at a rate of 5%;
(2) You make a partial withdrawal of $4,000 when 1 1/2 years (18 months)
remain in the term you initially agreed to leave your money in the FAGP (N=18);
(3) You have not made any other transfers, additional Purchase Payments, or
withdrawals; and
(4) Your contract was issued in a state where L=0.005.
B-1
POSITIVE ADJUSTMENT, NO WITHDRAWAL CHARGE APPLIES
Assume that on the date of withdrawal, the interest rate in effect for a new
Purchase Payments in the 1-year FAGP is 3.5% and the 3-year FAGP is 4.5%. By
linear interpolation, the interest rate for the remaining 2 years (1 1/2 years
rounded up to the next full year) in the contract is calculated to be 4%. No
withdrawal charge is reflected in this example, assuming that the Purchase
Payment withdrawn falls within the free look amount.
The MVA factor is
= [[(1+I/(1+J+0.005)] to the power of N/12] - 1
= [[(1.05)/(1.04+0.005)]to the power of 18/12] - 1
= [(1.004785) to the power of 1.5] - 1
= 1.007186 - 1
= +0.007186
The requested withdrawal amount is multiplied by the MVA factor to determine the
MVA:
$4,000 X (+0.007186) = +$28.74
$28.74 represents the positive MVA that would be added to the withdrawal.
NEGATIVE ADJUSTMENT, NO WITHDRAWAL CHARGE APPLIES
Assume that on the date of withdrawal, the interest rate in effect for new
Purchase Payments in the 1-year FAGP is 5.5% and the 3-year FAGP is 6.5%. By
linear interpolation, the interest rate for the remaining 2 years (1 1/2 years
rounded up to the next full year) in the contract is calculated to be 6%. No
withdrawal charge is reflected in this example, assuming that the Purchase
Payment withdrawn falls with the free withdrawal amount.
The MVA factor is
= [[(1+I)/(1+J+0.005)] to the power of N/12] - 1
= [[(1.05)/(1.06+0.005)] to the power of 18/12] - 1
= [(0.985915) to the power of 1.5] - 1
= 0.978948 - 1
= -0.021052
The requested withdrawal amount is multiplied by the MVA factor to determine the
MVA:
$4,000 X (-0.021052) = -$84.21
$84.21 represents the negative MVA that will be deducted from the money
remaining in the 3-year FAGP.
POSITIVE ADJUSTMENT, WITHDRAWAL CHARGE APPLIES
Assume that on the date of withdrawal, the interest rate in effect for a new
Purchase Payments in the 1-year FAGP is 3.5% and the 3-year FAGP is 4.5%. By
linear interpolation, the interest rate for the remaining 2 years (1 1/2 years
rounded up to the next full year) in the contract is calculated to be 4%. A
withdrawal charge of 6% is reflected in this example, assuming that the Purchase
Payment withdrawn exceeds the free withdrawal amount.
B-2
The MVA factor is
= [[(1+I)/(I+J+0.005)] to the power of N/12] - 1
= [[(1.05)/(1.04+0.005)] to the power of 18/12] - 1
= [(1.004785) to the power of 1.5] - 1
= 1.007186 - 1
= +0.007186
The requested withdrawal amount, less the withdrawal charge ($4,000 - 6% =
$3,760) is multiplied by the MVA factor to determine the MVA:
$3,760 X (+0.007186) = +$27.02
$27.02 represents the positive MVA that would be added to the withdrawal.
NEGATIVE ADJUSTMENT, WITHDRAWAL CHARGE APPLIES
Assume that on the date of withdrawal, the interest rate in effect for new
Purchase Payments in the 1-year FAGP is 5.5% and the 3-year FAGP is 6.5%. By
linear interpolation, the interest rate for the remaining 2 years (1 1/2 years
rounded up to the next full year) in the contract is calculated to be 6%. A
withdrawal charge of 6% is reflected in this example, assuming that the Purchase
Payment withdrawn exceeds the free withdrawal amount.
The MVA factor is
= [[(1+I)/(I+J+0.005)] to the power of N/12] - 1
= [[(1.05)/(1.06+0.005)] to the power of 18/12] - 1
= [(0.985916) to the power of 1.5] - 1
= 0.978949 - 1
= -0.021051
The requested withdrawal amount, less the withdrawal charge ($4,000 - 6% =
$3,760) is multiplied by the MVA factor to determine the MVA:
$3,760 X (-0.021052) = -$79.16
$79.16 represents the negative MVA that would be deducted from the withdrawal.
B-3
Please forward a copy (without charge) of the Seasons Select 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: AIG SunAmerica Life Assurance 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 ................................. $ 5,560
Printing and engraving ............................... $50,000
Legal fees and expenses .............................. $10,000
Rating agency fees ................................... $ 7,500
Miscellaneous ........................................ $10,000
-------
Total ............................................ $83,060
</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) Form of Underwriting Agreement***
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession**
(3) (a) Amendment to Articles of Incorporation dated
September 30, 2002.++++
(b) Amended and Restated Articles of Incorporation+++
(c) Amended and Restated By-Laws+++
(4) (a) Seasons Select Allocated Fixed and Variable Group Annuity
Certificate+
(b) Seasons Select Individual Fixed and Variable Annuity Contract+
(c) Seasons Select Participant Enrollment Form+
(d) Seasons Select Deferred Annuity Application+
(5) Opinion of Counsel re: Legality**
(including on Exhibit (23)(b))
(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**
(23) (a) Consent of Independent Accountants*
(b) Consent of Attorney**
(24) Powers of Attorney++
(25) Statement of Eligibility of Trustee**
(26) Invitation of 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 Pre Effective Amendment No. 1, File Nos.
333-08877, filed March 11, 1997, Accession No. 0000912057-97-008515.
+ Incorporated by reference to Pre Effective Amendment No. 2, File Nos.
333-67689, filed February 1, 1999, Accession No. 0001047469-99-002911.
++ Incorporated by reference to Post Effective Amendment No. 4, File Nos.
333-67689, filed June 21, 2000, Accession No. 0000912057-00-029316.
+++ Incorporated by reference to Post Effective Amendment No. 5, File Nos.
333-67689, filed April 9, 2001, Accession No. 0000950148-02-000994.
++++ Incorporated by reference to Post Effective Amendment No. 9, File Nos.
333-67689, filed April 24, 2003, Accession No. 0000950148-03-000979.
Item 17. Undertakings.
------------
The undersigned registrant, AIG SunAmerica Life, 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 Post-Effective
Amendment No. 10 to the registration statement No. 333-67689 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California on this 18th day of July, 2003.
By: AIG SUNAMERICA LIFE ASSURANCE COMPANY
By: /s/ JAY S. WINTROB
---------------------------------------
Jay S. Wintrob
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
JAY S. WINTROB* Chief Executive Officer July 18, 2003
- ----------------------- and Director
Jay S. Wintrob (Principal Executive Officer)
JAMES R. BELARDI* Director July 18, 2003
- -----------------------
James R. Belardi
MARC H. GAMSIN* Director July 18, 2003
- -----------------------
Marc H. Gamsin
N. SCOTT GILLIS* Senior Vice President and July 18, 2003
- ----------------------- Director
N. Scott Gillis (Principal Financial Officer)
JANA W. GREER* Director July 18, 2003
- -----------------------
Jana W. Greer
MAURICE HEBERT* Vice President and July 18, 2003
- ----------------------- Controller
Maurice Hebert (Principal Accounting Officer)
*/s/ MALLARY L. REZNIK Attorney-in-Fact July 18, 2003
- -----------------------
Mallary L. Reznik
EXHIBIT INDEX
Number Description
- ------ -----------
23(a) Consent of Independent Accountants