SecProbe.io

April 22, 2024
VIA E-mail
Trina Sandoval, Esq.
American General Life Insurance Company21650 Oxnard Street, Suite 750
Woodland Hills California 91367
Re: American General Life Insurance Company
Initial Registration Statement on Form S-1
  File No. 333-277203
Dear Ms. Sandoval:
 You filed the above-referenced initia l registration statement on Form S-1 on behalf of
American General Life Insurance Company (the “Company”) on February 21, 2024.  We have
reviewed the registration statement and have  provided our comments below.  Based on our
review, we have the following comments.
General
1. Please provide all missing information, incl uding all appendices, exhi bits, and financial
statements in the next pre-effective amendment to the registration statement.  We may have further comments when you include the omitted information.
2. Please clarify supplementall y whether there are any types of guarantees or support
agreements with third parties to support any Contract featur es or benefits, or whether
the Company will be solely res ponsible for any benefits or features associated with the
Contract.
3. Where a comment is made regarding the disc losure in one location, it is applicable to
all similar disclosure appearing elsewhere in the registration statement, including the summary.  Further, where disclosure is requ ested to be added in one place, please add
similar disclosure to all other sections of the prospectus where such disclosure would be relevant.  For example, disclosure re quested on the cover page should also be
reflected in the summary, risk fact ors, and elsewhere as appropriate.
4. Please confirm supplementally that the rates and assumptions reflected in all examples
provided throughout the prospectus are reasona ble in light of current and anticipated
market conditions.

Trina Sandoval, Esq.
April 22, 2024 Page 2

Cover Page
5. We note that the cover page is missing disclo sure concerning key features and risks of
the Contract that should be  highlighted on the cover page.  The comments included
below generally cover thes e additional points.
6. Please state that the Contract is an insurance contr act and is not an index fund.
7. Please add a prominent statement after the se cond sentence of the second paragraph that
the Company does not allow a dditional premium payments.
8. Please prominently indicate in the second pa ragraph that the Contract is a complex
investment and involves risks, including potentia lly significant loss of principal, and an
investor should speak with a financial pr ofessional about the C ontract’s features,
benefits, risks, and fees.
9. If applicable, please disclose that the Index(es ) is a price return index and therefore does
not reflect dividends paid on the securities comprising the Index, or the Index(es) deducts fees and costs when calculating Index performance, either of which will reduce the Index return and will cause the Index to  underperform a direct investment in the
securities comprising the Index.  Please also ensure that the Index(es) name in the prospectus includes "Price Re turn," if applicable.
Please include corresponding disclosures in  the Important Information You Should
Consider About the Contract, Ri sk Factors, and The Indices sections of the prospectus.
10. Please indicate that the Term for a Strategy Account Option may be one, three, or six
years.
11. Please state that Upside Parameters can change from one term to the next.  Please
prominently disclose the lowest limit that may be established under the Contract for each
type of Upside Parameter ( i.e., Cap Rates, Cap Se cure Rates, Participation Rates,
Trigger Rate, and Trigger Secure Rate).
Please provide corresponding disclosure in  the Summary, the Important Information
You Should Consider About th e Contract, and the Risk Factors sections of the
prospectus.
12. Please prominently disclose the maximum potential loss, as a percentage, that an Owner
could experience from negative Index performan ce after taking into account the current
Buffer Rates under the Contract (this could be based on either the lowest Buffer Rate
currently offered and the corresponding maximu m potential loss for that Buffer Rate or a
range of all Buffer Rates cu rrently offered and a corres ponding range of the maximum
potential loss).  In addition, please state that Buffer Rates could cha nge in the future, and
prominently disclose the minimum guaranteed Buffer Rate that will always be available under the Contract or, alternatively, disclose  that the Company does not guarantee that

Trina Sandoval, Esq.
April 22, 2024 Page 3

the Contract will always offer Strategy Ac count Options that limit Index loss, which
would mean risk of loss of  the entire amount invested.
Please provide corresponding disclosure in  the Summary, the Important Information
You Should Consider About th e Contract, and the Risk Factors sections of the
prospectus.
13. Please prominently state that the Company rese rves the right to add, replace or remove
the Strategy Account Options offered, chan ge the Indexes, and limit the number of
offered Strategy Account Options to only one.  Please state that if all but one Strategy
Account Option is terminated, the Owner will be limited to investing in only that
Strategy Account Option with te rms that may not be accepta ble to the Owner.  Please
also disclose that if an Owner chooses to  Surrender the Contract, the Owner may be
subject to Withdrawal Charges, Market Value Adjustments, Interim Value adjustments, taxes, and tax penalties, and if the Owner replaces the Contract with another retirement vehicle, it may have different features, fees , and risks than the Contract.  Please make
this change to similar disclosure elsewhere in the prospectus.
14. Please disclose that the Contract is not a short-term investment and include prominent
language on the cover page regarding the impact of Withdrawals under the Contract,
including amounts removed from a Strategy A ccount Option during its term.  Please
consider using bullet points to facilitate invest or understanding, and include in this
disclosure the following:
a. The impact of the Interim Value when  amounts are removed from a Strategy
Account Option during its Term, including the transactions that trigger the Interim
Value (Surrender, Withdrawal, Perfor mance Lock, annuitization, Contract
cancellation, death benefit, deduction of Contract fees and charges) and the
maximum potential loss, as a percentage, due to the application of the Interim Value.
b. The impact of the Negative Adjustment  if amounts are removed from a Strategy
Account Option during a Term, including the transactions that trigger the
Negative Adjustment and disclosure that the adjustment could be more than the amount withdrawn.
c. The impact of the Market Value Adju stment to amounts withdrawn from the
Contract within the first si x Contract Years, including th e transactions that trigger
the Market Value Adjustment and the maximum potential loss, as a percentage, due to a negative Market Value Adjustment.
d. A statement that Withdrawals could result in significant reductions to Contract
Value and to the death benefit, perhaps by more than the amount withdrawn, as
well as to the amount of Index Credits  applied at the end of the Term.
e. A statement that Withdrawals may be s ubject to surrender charges of up to 8%,
income taxes, and income tax penalties if taken before age 59 1/2.

Trina Sandoval, Esq.
April 22, 2024 Page 4

f. A statement that the Contract may not be appropriate if an Own er intends to take
Withdrawals from a Strategy Account Opti on prior to the end of a Term or from
the Contract within the first six Contr act Years, particularly ongoing Withdrawals
such as systematic Withdrawals and required minimum distributions, and an
investor should consult with a fina ncial professional before doing so.
Please provide corresponding disclosure in th e Summary and ensure that other sections
of the prospectus that describe the impact of Withdrawals are similarly fulsome ( e.g.,
Withdrawal Risk - Risk Factors, Interim Value Risk - Risk Factors, Access to Your
Money, etc.).
15. If applicable, please revise the free look pr ovision on the cover page and in the "Free
Look" section of the prospectus to clarify that the Company will apply the Interim Value
when calculating the refund amount, and theref ore this amount could be less than the
amount paid with the applica tion (the Purchase Payment).
16. Please provide a cross-reference to the page  number in the prospectus where the “Risk
Factors” section appears. See It em 501(b)(5) of Regulation S-K.
17. Please state that the Company's obligations unde r the Contract are subj ect to its financial
strength and claims paying ability.
Special Terms
18. Please revise the definition of  each Upside Parameter ( e.g., Cap, Cap Secure, Trigger,
etc.) to clarify that the applicable parameter is designed to limit an investor's
participation in positive Inde x performance.  Please make corresponding changes where
relevant throughout the prospectus to ensure that Upside Paramete rs are appropriately
described as contract features that limit Index gains.
19. The prospectus states in several places that the Cash Value will never be less than the
minimum required by law, and that amounts pa id on Surrender, death, or annuitization
are subject to a Minimum Withdrawal Value that is similarly subject to state minimum nonforfeiture laws.  Please explain supplementa lly how state nonforfeiture law applies to
a registered index annuity where loss from the Interim Value could be 100%, loss from
negative index performance could be 90%, and the Market Value Adjustment formula is
unfloored.
20. In accordance with plain English principles, please remove definiti ons that are used
minimally throughout the prospectus, such as  Continuing Spouse, Insurable Interest,
Market Close, Option Unit Value, and Purchase Payment Limit, and instead define such terms in the relevant section of the prospectus.
21. Given the point-to-point nature of the I ndex Change calculation, please clarify the
definition of Index Change to state, “For all Strategy Account Options other than Cap
Secure and Trigger Secure, the percentage change in the Index Value , which is

Trina Sandoval, Esq.
April 22, 2024 Page 5

determined by comparing the Index Value on the Term Start Date to the Index Value on
the Term End Date. ”
Also, to clarify that Index Change for each year during a multi-year Term is
compounded, please revise to reflect that fo r Cap Secure and Trigger Secure, Index
Change is measured by calculating the co mpounded percentage change in the Index
Value between the Term Start Date and the Term End Date, including Contract
Anniversaries.
22. In the definition of Interim Value, please prominently state that the Interim Value could
be substantially less than the amount invest ed in the Strategy Account Option and could
result in significant loss.  Please provide corresponding disclosure in the relevant
sections of the prospectus that discuss the transactions that trigger the Interim Value
(Surrenders, Withdrawals, Performance Lock s, annuitization, Contract cancellation, the
death benefit, and deduction of the Re turn of Premium Death Benefit fee).
Please also clarify that the Interim Value is calculated at the “end of a Business Day.”
23. Please consider whether the second sentence in the definition of Par ticipation and Cap is
necessary, as it appears to be restating the same concept as the first sentence.  Please revise as appropriate.
24. In the definition of Performance Lock, please prominently disclose that an investor will
not know the Interim Value at the time they  request a Performance Lock, the investor
may lock in a loss, the loss may be significan t, and they should speak to their financial
professional before executing a Performance Loc k.  Please ensure this disclosure is also
in the Summary, in the Important Informati on You Should Consider About the Contract
on pages 9 and 10, in the Risk Factors, and in the Performance Lock discussion on page
33 of the prospectus.
25. Please include a cross-reference to Appendix F: State Variations in the definition of
Strategy Account Option Min imum Withdrawal Value.
Summary
26. When describing in the first paragraph whethe r the Contract may be appropriate for an
Owner, please disclose that an Owner shoul d understand that there could be significant
loss of principal under the Contract.
27. Please briefly describe the Allocation Options  offered under the Cont ract, including that
each Strategy Account Option is made up of a Upside Parameter and Downside
Parameter, which determines the extent of a gain or loss credited at the end of a Term.
Please also include a chart listing all Allocation Options that are currently being offered.
28. Please add brief disclosure explaining that  when Strategy Account Options mature,
Strategy Account Option Value w ill be reallocated at the end of the Term according to
the Owner's instructions, and the default reallocation in the absence of such instructions.

Trina Sandoval, Esq.
April 22, 2024 Page 6

29. Please clarify the meaning of the first senten ce of the fifth paragraph, which guarantees
that at least one Strategy Account Option that is  either “currently offered or is similar to
one that is currently offered” will always be offered.  For example, does “currently offered” mean currently offered as of the date of the prospectus, at the time every other Strategy Account Option is di scontinued, or something else?  Also, does “similar to”
mean, for example, a Strategy Account Option offering a Buffer, but not necessarily the
-10% Buffer currently offered?  Please also reconcile the disclosure here and elsewhere
with the disclosure on page 20 stating the Company guarantees that it will "always offer at least one Strategy Account Option that is e ither currently offered or is substantially
similar to one that is currently offered."  We may have additional comments depending
upon the response.
30. Please replace the second sent ence of the sixth paragraph with clear disclosure that upon
exercise of the Performance Lock, the Interim Value for the Strategy Account Option is “locked-in” until the next Contract Anniversary and will not receive any Index Credits on the Term End Date.
31. Please disclose that the Contract offers a st andard death benefit as well as an optional
death benefit available fo r an additional charge.
Important Information You Should Consider About the Contract
Key Features
Allocation Accounts – Fixed Account Option 32. Please state the minimum Guaranteed Rate for the Fixed Account Option.
Indices
33. Please inform the staff whether any Index will be a new and/or a proprietary index.  If
so, we ask that the Company confirm tha t: (i) the Index and its methodology will be
publicly available; (ii) all co mponents of the Index will be actively traded; and (iii) the
Index can be replicated by unaffiliated thir d parties.  We may ha ve additional comments
based on the responses and/ or additional disclosure.
Upside Parameters – Cap Secure
34. As Cap Secure limits positive Index performance and is only applicable to multi-year
Terms, please revise to state, "Cap S ecure allows you to participate limits your
participation in positive Index performance each Contract Anniversary of a multi-year
Term Strategy Account Option up to a nd including the Cap Secure Rate."
35. Please include a simple example of the Inde x Credit Rate on the Te rm End Date based
on the compounding of the adjusted annua l index performance on each Contract
Anniversary within a multi-year Term.

Trina Sandoval, Esq.
April 22, 2024 Page 7

Upside Parameters – Participation and Cap
36. Please include an example of the Participation and Cap where the Participation Rate is
less than 100%.
Upside Parameters – Dual Direction Buffer with Cap
37. Please provide an example resulting in a negative Index C