1

                          THE ALLIANZ HIGH FIVE[{R}] L
                            VARIABLE ANNUITY CONTRACT
                                    ISSUED BY
                      ALLIANZ LIFE[{R}] VARIABLE ACCOUNT B
                                       AND
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

FOR YOUR CONVENIENCE WE HAVE PROVIDED A GLOSSARY (SEE SECTION 13) THAT DEFINES
KEY, CAPITALIZED TERMS THAT ARE USED IN THIS PROSPECTUS.

This prospectus describes an individual flexible purchase payment variable
deferred annuity contract (Contract) issued by Allianz Life Insurance Company of
North America (Allianz Life, we, us, our).

The Contract is a "flexible purchase payment" contract because you (the Owner)
can make more than one Purchase Payment, subject to certain restrictions. The
Contract is "variable" because the Contract Value and any variable Annuity
Payments you receive will increase or decrease depending on the performance of
the Investment Options you select (in this prospectus, the term "Investment
Options" refers only to the variable Investment Choices listed on the following
page, and not to any fixed Investment Choices). The Contract is "deferred"
because you do not begin receiving regular Annuity Payments immediately.

Additional information about the Separate Account has been filed with the
Securities and Exchange Commission (SEC) and is available upon written or oral
request without charge. A Statement of Additional Information (SAI) dated the
same date as this prospectus includes additional information about the annuity
offered by this prospectus. The SAI is incorporated by reference into this
prospectus. The SAI is filed with the SEC and is available without charge by
contacting us at the telephone number or address listed at the back of this
prospectus. The table of contents of the SAI appears before the Privacy and
Security Statement in this prospectus. The SEC also maintains a website
(http://www.sec.gov). The prospectus, the SAI and other information about the
Contract are available on the EDGAR database on the SEC's website.

Please read this prospectus before investing and keep it for future reference.
It contains important information about your annuity and Allianz Life that you
ought to know before investing. This prospectus is not an offering in any state,
country, or jurisdiction in which we are not authorized to sell the Contracts.
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information that is different.


Allianz Life hereby relies on the exemption provided by Rule 12h-7 under the
Securities Exchange Act of 1934 from the requirement to file reports pursuant to
Section 15(d) of that Act.


THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

AN INVESTMENT IN THIS CONTRACT IS NOT A DEPOSIT OF A BANK OR FINANCIAL
INSTITUTION AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER FEDERAL GOVERNMENT AGENCY. AN INVESTMENT IN
THIS CONTRACT INVOLVES INVESTMENT RISK INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

VARIABLE ANNUITY CONTRACTS ARE COMPLEX INSURANCE AND INVESTMENT VEHICLES. BEFORE
YOU INVEST, BE SURE TO ASK YOUR REGISTERED REPRESENTATIVE ABOUT THE CONTRACT'S
FEATURES, BENEFITS, RISKS AND FEES, AND WHETHER THE CONTRACT IS APPROPRIATE FOR
YOU BASED UPON YOUR FINANCIAL SITUATION AND OBJECTIVES.


Dated: April 27, 2009, as revised October 26, 2009



      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       2

This prospectus discusses two versions of the same Contract. The Original
Contract first became available on April 29, 2005 and was replaced in most
states by the May 2007 Contract. The product features and expenses of Original
and May 2007 Contracts differ in certain respects as set out in this prospectus.
Unless specifically indicated otherwise, all prospectus language applies equally
to both Original and May 2007 Contracts.

We currently offer the Investment Options listed below. You can invest in up to
15 Investment Options at any one time. Currently, the only fixed Investment
Choices we offer under our general account are the Fixed Period Accounts (FPAs).
You can only allocate up to 50% of any Purchase Payment to the FPAs. However, if
your Contract includes the Living Guarantees we will make transfers to and from
the FPAs to support these guarantees and we may transfer more than 50% of the
total Purchase Payments to the FPAs beginning on the second Contract
Anniversary. One or more of the Investment Choices may not be available in your
state. We may add, substitute or remove Investment Choices in the future.

CONTRACTS WITH THE GUARANTEED PRINCIPAL VALUE (GPV) BENEFIT OR THE GUARANTEED
ACCOUNT VALUE (GAV) BENEFIT ARE SUBJECT TO SYSTEMATIC TRANSFERS BETWEEN YOUR
SELECTED INVESTMENT OPTIONS AND THE FPAS. THIS MEANS THAT YOU MAY NOT ALWAYS BE
ABLE TO FULLY PARTICIPATE IN ANY UPSIDE POTENTIAL RETURNS AVAILABLE FROM THE
INVESTMENT OPTIONS AND YOUR CONTRACT VALUE MAY POTENTIALLY BE LESS THAN THE
CONTRACT VALUE YOU WOULD HAVE HAD WITHOUT THE GPV OR GAV BENEFIT. TRANSFERS OUT
OF THE FPAS MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT THAT MAY INCREASE OR
DECREASE YOUR CONTRACT VALUE AND/OR THE AMOUNT OF THE TRANSFER.

INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT

AIM
AZL[{R}] AIM International Equity Fund


BLACKROCK
AZL[{R}] BlackRock Capital Appreciation Fund
AZL[{R}] International Index Fund
AZL[{R}] Money Market Fund
AZL[{R}] S&P 500 Index Fund
AZL[{R}] Small Cap Stock Index Fund
BlackRock Global Allocation V.I. Fund

COLUMBIA
AZL[{R}] Columbia Mid Cap Value Fund
AZL[{R}] Columbia Small Cap Value Fund


DAVIS
AZL[{R}] Davis NY Venture Fund
Davis VA Financial Portfolio


DREYFUS
AZL[{R}] Dreyfus Equity Growth Fund

EATON VANCE
AZL[{R}] Eaton Vance Large Cap Value Fund

FRANKLIN TEMPLETON
AZL[{R}] Franklin Small Cap Value Fund
Franklin Global Real Estate Securities Fund
Franklin Growth and Income Securities Fund
Franklin High Income Securities Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Rising Dividends Securities Fund
Franklin Small-Mid Cap Growth Securities Fund
Franklin Templeton VIP Founding Funds Allocation Fund
Franklin U.S. Government Fund
Franklin Zero Coupon Fund 2010
Mutual Global Discovery Securities Fund
Mutual Shares Securities Fund
Templeton Foreign Securities Fund
Templeton Global Bond Securities Fund
Templeton Growth Securities Fund

FUND OF FUNDS
AZL Fusion[SM] Balanced Fund
AZL Fusion[SM] Growth Fund
AZL Fusion[SM] Moderate Fund
AZL[{R}] Balanced Index Strategy Fund
AZL[{R}] Moderate Index Strategy Fund

J.P. MORGAN
AZL[{R}] JPMorgan U.S. Equity Fund

MFS
AZL[{R}] MFS Investors Trust Fund


OPPENHEIMER CAPITAL
AZL[{R}] OCC Opportunity Fund
OpCap Mid Cap Portfolio[(1)]


OPPENHEIMER FUNDS
Oppenheimer High Income Fund/VA

PIMCO
PIMCO VIT All Asset Portfolio
PIMCO VIT CommodityRealReturn[{R}] Strategy Portfolio
PIMCO VIT Emerging Markets Bond Portfolio
PIMCO VIT Global Bond Portfolio (Unhedged)
PIMCO VIT High Yield Portfolio
PIMCO VIT Real Return Portfolio
PIMCO VIT Total Return Portfolio


PRUDENTIAL
SP International Growth Portfolio
SP Strategic Partners Focused Growth Portfolio


SCHRODER
AZL[{R}] Schroder Emerging Markets Equity Fund


TURNER
AZL[{R}] Turner Quantitative Small Cap Growth Fund


VAN KAMPEN
AZL[{R}] Van Kampen Equity and Income Fund
AZL[{R}] Van Kampen Global Real Estate Fund
AZL[{R}] Van Kampen Growth and Income Fund
AZL[{R}] Van Kampen International Equity Fund
AZL[{R}] Van Kampen Mid Cap Growth Fund


(1)A fund of the Premier VIT series.

NOTE: Contracts issued in the state of Oregon are issued as individual modified
single payment variable deferred annuity contracts. Contracts issued in the
state of Massachusetts are issued as individual limited payment variable
deferred annuity contracts.


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       3

TABLE OF CONTENTS
FEE TABLES........................4
  Contract Owner Transaction Expenses4
  Contract Owner Periodic Expenses5
  Annual Operating Expenses of the Investment Options5
  Examples........................6
1.THE VARIABLE ANNUITY CONTRACT...7
  Ownership.......................8
2.THE ANNUITY PHASE...............9
  Income Date.....................9
  Partial Annuitization..........10
  Annuity Options................10
  Annuity Payments...............12
3.PURCHASE.......................13
  Purchase Payments..............13
  Automatic Investment Plan (AIP)14
  Allocation of Purchase Payments14
  Tax-Free Section 1035 Exchanges14
  Accumulation Units/Computing the Contract Value15
4.INVESTMENT OPTIONS.............16
  Substitution and Limitation on Further Investments22
  Transfers......................22
  Excessive Trading and Market Timing24
  Dollar Cost Averaging (DCA) Program26
  Flexible Rebalancing...........26
  Financial Advisers - Asset Allocation Programs26
  Voting Privileges..............27
5.OUR GENERAL ACCOUNT............27
  Fixed Period Accounts (FPAs)...27
  Market Value Adjustment (MVA)..29
6.GUARANTEED VALUES UNDER THE LIVING GUARANTEES31
  Calculating the GPV and GAV....32
  GPV and GAV Transfers..........34
  The GPV and GAV Fixed Account Minimums36
  Resetting the GPV and GAV Benefits37
  Other Information on the GPV and GAV Benefits37
7.EXPENSES.......................38
  Mortality and Expense Risk (M&E) Charges38
  Contract Maintenance Charge....38
  Withdrawal Charge..............39
  Transfer Fee...................41
  Premium Taxes..................42
  Income Taxes...................42
  Investment Option Expenses.....42
8.TAXES..........................42
  Annuity Contracts in General...42
  Qualified Contracts............42
  Multiple Contracts.............43
  Partial 1035 Exchanges.........43
  Distributions - Non-Qualified Contracts44
  Distributions - Qualified Contracts44
  Assignments, Pledges and Gratuitous Transfers46
  Death Benefits.................46
  Withholding....................46
  Federal Estate Taxes...........46
  Generation-Skipping Transfer Tax46
  Foreign Tax Credits............46
  Annuity Purchases by Nonresident Aliens and
Foreign Corporations.............46
  Possible Tax Law Changes.......47
  Diversification................47
  Required Distributions.........47
9.ACCESS TO YOUR MONEY...........48
  Partial Withdrawal Privilege...48
  Guaranteed Withdrawal Benefit (GWB)49
  Systematic Withdrawal Program..51
  The Minimum Distribution Program and Required Minimum Distribution (RMD)
     Payments                                                 52
  Suspension of Payments or Transfers52
10.ILLUSTRATIONS.................52
11.DEATH BENEFIT.................53
  Traditional Guaranteed Minimum Death Benefit (Traditional GMDB)53
  Enhanced Guaranteed Minimum Death Benefit
(Enhanced GMDB)..................53
  GMDB Adjusted Partial Withdrawal Formula54
  Termination of the Death Benefit54
  Death of the Owner Under Inherited IRA Contracts54
  Death of the Owner and/or Annuitant Under All Other Contracts55
  Death Benefit Payment Options..58
12.OTHER INFORMATION.............59
  Allianz Life...................59
  The Separate Account...........59
  Distribution...................59
  Additional Credits for Certain Groups61
  Administration/Allianz Service Center61
  Legal Proceedings..............61
  Financial Statements...........61
13.GLOSSARY......................62
14.TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION (SAI)65
15.PRIVACY AND SECURITY STATEMENT66
APPENDIX A - ANNUAL OPERATING EXPENSES FOR EACH INVESTMENT OPTION68
APPENDIX B - CONDENSED FINANCIAL INFORMATION72
APPENDIX C - GAV CALCULATION EXAMPLE78
APPENDIX D - DEATH BENEFIT CALCULATION EXAMPLES80
APPENDIX E - WITHDRAWAL CHARGE EXAMPLES82
FOR SERVICE OR MORE INFORMATION..84


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       4

The following is a list of common abbreviations used in this prospectus:

FPA  =   FIXED PERIOD ACCOUNT              GWB =   GUARANTEED WITHDRAWAL BENEFIT
GAV  =   GUARANTEED ACCOUNT VALUE          MAV =   MAXIMUM ANNIVERSARY VALUE
GPV  =   GUARANTEED PRINCIPAL VALUE        MVA =   MARKET VALUE ADJUSTMENT
GMDB =   GUARANTEED MINIMUM DEATH BENEFIT

FEE TABLES
The following tables describe the fees and expenses that you will pay when
owning and taking a withdrawal from the Contract. For more information, see
section 7, Expenses.

The first tables describe the fees and expenses that you will pay if you take a
withdrawal from the Contract during the Accumulation Phase or if you make
transfers.

CONTRACT OWNER TRANSACTION EXPENSES[(1)]
WITHDRAWAL CHARGE DURING THE ACCUMULATION PHASE[(2),(3)]
(as a percentage of each Purchase Payment withdrawn)

<TABLE>
<CAPTION>
                        MAY 2007 CONTRACT                                  ORIGINAL CONTRACT (first issued April 29, 2005)
<S>                                                        <C>    <C>                                                        <C>
 NUMBER OF COMPLETE YEARS SINCE WE RECEIVED YOUR PURCHASE  CHARGE  NUMBER OF COMPLETE YEARS SINCE WE RECEIVED YOUR PURCHASE  CHARGE
                         PAYMENT                                                           PAYMENT
                            0                               8.5%                              0                                8%
                            1                               7.5%                              1                                7%
                            2                               5.5%                              2                                5%
                            3                               3.0%                       3 years or more                         0%
                     4 years or more                         0%
</TABLE>

TRANSFER FEE[(4)]...................$25

PREMIUM TAXES[(5)]...........0% to 3.5%
(as a percentage of each Purchase Payment)

(1)Amounts withdrawn or transferred out of a FPA may be subject to an MVA. This
  MVA may increase or decrease your Contract Value and/or your transfer or
  withdrawal amount. For more information, please see section 5, Our General
  Account - Market Value Adjustment (MVA).


(2)The partial withdrawal privilege for each Contract Year is equal to 10% of
  your total Purchase Payments, less any previous withdrawals taken under the
  partial withdrawal privilege, GWB, or as a required minimum distribution
  payment in the same Contract Year and before any MVA. We will not deduct a
  withdrawal charge from amounts withdrawn under the partial withdrawal
  privilege, but an MVA may apply. There is no partial withdrawal privilege
  during the Annuity Phase. Any unused partial withdrawal privilege in one
  Contract Year does not carry over to the next Contract Year. For more details
  and additional information on other penalty-free withdrawal options, please
  see the discussion of the partial withdrawal privilege and other information
  that appears in section 9, Access to Your Money.


(3)The total amount under your Contract that is subject to a withdrawal charge
  is the Withdrawal Charge Basis. The Withdrawal Charge Basis is equal to the
  total Purchase Payments, less any Purchase Payments withdrawn (excluding any
  penalty-free withdrawals), less any withdrawal charges.
(4)The first twelve transfers in a Contract Year are free. Dollar cost averaging
  transfers, flexible rebalancing transfers, and GPV or GAV Transfers do not
  count against any free transfers we allow. Currently, we deduct this fee only
  during the Accumulation Phase, but we reserve the right to deduct this fee
  during the Annuity Phase. For more information, please see section 7, Expenses
  - Transfer Fee.
(5)It is our current practice not to make deductions from the Contract to
  reimburse ourselves for premium taxes that we pay, although we reserve the
  right to make such a deduction in the future. For more information, please see
  section 7, Expenses - Premium Taxes.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       5

CONTRACT OWNER PERIODIC EXPENSES
The next tables describe the fees and expenses that you will pay periodically
during the time that you own your Contract, not including the Investment
Options' fees and expenses. The Separate Account annual expenses include the
mortality and expense risk (M&E) charges.

DURING THE ACCUMULATION PHASE:
CONTRACT MAINTENANCE CHARGE[(6)]....$40
(per Contract per year)

SEPARATE ACCOUNT ANNUAL EXPENSES
The annualized rate is realized on a daily basis as a percentage of the net
asset value of an Investment Option.
<TABLE>
<CAPTION>
                                                                        M&E CHARGES
<S>                                                            <C>              <C>
                                                               TRADITIONAL GMDB ENHANCED GMDB
No Living Guarantees or Living Guarantees with the GPV Benefit      1.65%           1.85%
Living Guarantees with the GAV Benefit                              1.75%           1.95%
</TABLE>

DURING THE ANNUITY PHASE:
CONTRACT MAINTENANCE CHARGE[(7)]....$40
(per Contract per year)

SEPARATE ACCOUNT ANNUAL EXPENSES - IF YOU REQUEST VARIABLE ANNUITY PAYMENTS
The annualized rate is realized on a daily basis as a percentage of the net
asset value of an Investment Option.
  M&E CHARGE[(8)].................1.65%

(6)We waive the contract maintenance charge if the Contract Value is at least
  $75,000 at the time we are to deduct the charge. If the total Contract Value
  of all your Contracts that are registered with the same social security number
  is at least $75,000, the charge is waived on all your Contracts. For more
  information, please see section 7, Expenses - Contract Maintenance Charge.
(7)We waive the contract maintenance charge during the Annuity Phase if your
  Contract Value on the Income Date is at least $75,000. For more information,
  please see section 7, Expenses - Contract Maintenance Charge.
(8)Because the Contract allows Partial Annuitization, it is possible for
  different portions of the Contract to be in both the Accumulation and Annuity
  Phases at the same time. It is also possible to have different M&E charges on
  different portions of the Contract at the same time if you request variable
  Annuity Payments under a Partial Annuitization. For more information, please
  see section 2, The Annuity Phase - Partial Annuitization.

ANNUAL OPERATING EXPENSES OF THE INVESTMENT OPTIONS
This table describes the total annual operating expenses associated with the
Investment Options and shows the minimum and maximum expenses for the period
ended December 31, 2008, charged by any of the Investment Options before the
effect of any contractual expense reimbursement or fee waiver. We show the
expenses as a percentage of an Investment Option's average daily net assets.


<TABLE>
<CAPTION>
                                                                                                                     MINIMUM MAXIMUM
<S>                                                                                                                  <C>     <C>
Total annual Investment Option operating expenses* (including management fees, distribution or 12b-1 fees, and other  0.65%   1.95%
expenses) before fee waivers and expense reimbursements
</TABLE>


* Some of the Investment Options or their affiliates may also pay service fees
  to us or our affiliates. The amount of these fees may be different for each
  Investment Option. The maximum current fee is 0.25%. The amount of these fees,
  if deducted from Investment Option assets, is reflected in the above table and
  is disclosed in Appendix A. Appendix A also contains more details regarding
  the annual operating expenses for each of the Investment Options, including
  the amount and effect of any waivers and/or reimbursements.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       6

EXAMPLES
The expenses for your Contract may be different from those shown in the examples
below depending upon which Investment Option(s) you select and the benefits that
apply.

These examples are intended to help you compare the cost of investing in a
Contract with the cost of investing in other variable annuity contracts. These
costs include Contract Owner transaction expenses, Contract Owner periodic
expenses, and the annual operating expenses of the Investment Options before the
effect of reimbursements and waivers.

You should not consider the examples below as a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

The entire $40 contract maintenance charge is deducted in the examples at the
end of each year during the Accumulation Phase. Please note that this charge
does not apply during the Accumulation Phase if your Contract Value at the end
of year is at least $75,000, or during the Annuity Phase if your Contract Value
on the Income Date is at least $75,000.

Transfer fees may apply, but are not reflected in these examples.

For additional information, see section 7, Expenses.

If you take a full withdrawal at the end of each time period, and assuming a
$10,000 investment and a 5% annual return on your money, you may pay expenses as
follows.
  a) May 2007 Contract with the Enhanced GMDB and the Living Guarantees with the
     GAV Benefit
(the highest M&E charge of 1.95%).
  b) May 2007 Contract with the Traditional GMDB and either no Living Guarantees
     or the Living Guarantees with the GPV Benefit (the lowest M&E charge of
     1.65%).
  c) Original Contract with the Enhanced GMDB and the Living Guarantees with the
     GAV Benefit
(the highest M&E charge of 1.95%).

<TABLE>
<CAPTION>
TOTAL ANNUAL INVESTMENT OPTION OPERATING EXPENSES BEFORE ANY FEE WAIVERS OR EXPENSE                  1 YEAR 3 YEARS 5 YEARS 10 YEARS
REIMBURSEMENTS OF:
<S>                                                                                              <C> <C>    <C>     <C>     <C>

                                                                                                 a)  $1,361 $1,891  $2,204   $4,521
1.95% (the maximum Investment Option operating expense)                                          b)  $1,331 $1,805  $2,064   $4,262
                                                                                                 c)  $1,302 $1,836  $2,204   $4,521
                                                                                                 a)  $1,232 $1,510  $1,580   $3,334
0.65% (the minimum Investment Option operating expense)                                          b)  $1,202 $1,420  $1,430   $3,036
                                                                                                 c)  $1,173 $1,455  $1,580   $3,334
</TABLE>


If you do not take a full withdrawal or if you take a Full Annuitization* of the
Contract at the end of each time period and assuming a $10,000 investment and a
5% annual return on your money, you may pay expenses as follows.


<TABLE>
<CAPTION>
TOTAL ANNUAL INVESTMENT OPTION OPERATING EXPENSES BEFORE ANY FEE WAIVERS OR EXPENSE                  1 YEAR 3 YEARS 5 YEARS 10 YEARS
REIMBURSEMENTS OF:
<S>                                                                                              <C> <C>    <C>     <C>     <C>
                                                                                                 a)   $432  $1,309  $2,204   $4,521
1.95% (the maximum Investment Option operating expense)                                          b)   $403  $1,223  $2,064   $4,262
                                                                                                 c)   $432  $1,309  $2,204   $4,521
                                                                                                 a)   $303   $928   $1,580   $3,334
0.65% (the minimum Investment Option operating expense)                                          b)   $273   $838   $1,430   $3,036
                                                                                                 c)   $303   $928   $1,580   $3,334
</TABLE>


* Annuity Payments are generally not available until the second Contract
  Anniversary in most states.

See Appendix B for condensed financial information regarding the Accumulation
Unit values (AUVs) for the highest and lowest M&E charges. See the appendix to
the Statement of Additional Information for condensed financial information
regarding the AUVs for other expense levels.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       7

1. THE VARIABLE ANNUITY CONTRACT
The Contract is no longer offered for sale. However, as an existing Owner, you
can make additional Purchase Payments to your Contract during the Accumulation
Phase subject to certain restrictions.

An annuity is a contract between you (the Owner), and an insurance company (in
this case Allianz Life), where you make payments to us and, in turn, we promise
to make regular periodic payments (Annuity Payments) to the Payee.

The Contract is tax deferred. You generally are not taxed on any earnings or
appreciation on the assets in your Contract until you take money out of your
Contract. FOR QUALIFIED CONTRACTS, THE TAX DEFERRAL IS PROVIDED THROUGH
COMPLIANCE WITH SPECIALIZED TAX-QUALIFICATION RULES, AND YOU DO NOT RECEIVE ANY
ADDITIONAL TAX BENEFIT BY PURCHASING THE CONTRACT.

The Contract has an Accumulation Phase and an Annuity Phase. You can take
withdrawals from the Contract during the Accumulation Phase and, subject to
certain restrictions, you can make additional Purchase Payments.

The Accumulation Phase begins on the Issue Date and ends upon the earliest of
the following.
o The Business Day before the Income Date if you take a Full
  Annuitization.
o The Business Day we process your request for a full withdrawal.


o Upon the death of any Owner (or the Annuitant if the Contract is owned
  by a non-individual), it will terminate on the Business Day we receive in Good
  Order at our Service Center, both due proof of death and an election of the
  death benefit payment option, unless the spouse of the deceased continues the
  Contract.


The Annuity Phase is the period during which we will make Annuity Payments from
the Contract. Annuity Payments must begin on a designated date (the Income Date)
that is at least two years after your Issue Date. If you apply the entire
Contract Value to Annuity Payments, we call that a Full Annuitization, and if
you apply only part of the Contract Value to Annuity Payments, we call that a
Partial Annuitization. The maximum number of annuitizations you can have at any
one time is five. Because the Contract allows Partial Annuitization, it is
possible that some portion of the Contract will be in the Accumulation Phase and
other portions will be in the Annuity Phase at the same time. The Annuity Phase
begins on the Income Date (or the first Income Date if you take any Partial
Annuitizations) and ends when all portion(s) of the Contract that you apply to
Annuity Payments have terminated, as indicated in section 2, The Annuity Phase.

Your Investment Choices include the Investment Options and any available general
account Investment Choice. You cannot invest in more than 15 Investment Options
at any one time. Depending upon market conditions, you can gain or lose value in
the Contract based on the investment performance of the Investment Options. The
Investment Options are designed to offer the opportunity for a better return
than any available general account Investment Choice; however, this is not
guaranteed. The amount of Contract Value you are able to accumulate in your
Contract during the Accumulation Phase and the amount of any variable Annuity
Payments we make during the Annuity Phase depend in large part upon the
investment performance of any Investment Options you select.

The only general account Investment Choices available during the Accumulation
Phase are the Fixed Period Accounts (FPAs). You can allocate up to 50% of any
Purchase Payment to the FPAs during the Accumulation Phase. However, in some
states, the FPAs may only be available for GPV and GAV Transfers we make if your
Contract includes the Living Guarantees. In addition, we may transfer more than
50% of the total Purchase Payments to the FPAs beginning on the second Contract
Anniversary in order to support the Living Guarantees. The FPAs have Account
Periods ranging from one to ten years. Only one FPA is available for Purchase
Payments or transfers in each Contract Year. Amounts allocated to the FPAs earn
interest that we declare periodically. If you have money invested in the FPAs,
the amount of Contract Value you are able to accumulate in your Contract during
the Accumulation Phase will depend in part upon the total interest credited to
your Contract. Withdrawals or transfers from the FPAs may be subject to a Market
Value Adjustment. For more information, please see section 5, Our General
Account - Market Value Adjustment (MVA).

We will not make any changes to your Contract without your permission except as
may be required by law.

THE CONTRACT WILL TERMINATE WHEN:
o the Accumulation Phase has terminated,
o the Annuity Phase has terminated, and/or
o all applicable death benefit payments have been made.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       8


For example, if you purchased a Contract and later take a full withdrawal of the
entire Contract Value, both the Accumulation Phase and the Contract will
terminate although the Annuity Phase never began and we did not make any death
benefit payments.


STATE SPECIFIC CONTRACT RESTRICTIONS
If you purchased a Contract, it will be subject to the law of the state in which
it is issued. Some of the terms of your Contract may differ from the terms of a
Contract delivered in another state because of state-specific legal
requirements. Areas in which there may be state-specific Contract provisions may
include the following.
o The withdrawal charge schedule.
o Availability of Investment Options, Annuity Options, DCA programs,
  endorsements, and/or riders.
o Free look rights.
o Selection of certain Income Dates.
o Restrictions on your ability to make additional Purchase Payments.
o Selection of certain assumed investment rates for variable Annuity
  Payments.
o Our ability to restrict transfer rights.


All material state variations in the Contract are disclosed in this prospectus.
If you would like more information regarding state-specific Contract provisions,
you should contact your registered representative or contact our Service Center
at the toll free number listed at the back of this prospectus.


OWNERSHIP
OWNER
You, as the Owner, have all the rights under the Contract. The Owner is
designated at Contract issue. You can change Owners at any time subject to our
approval. However, Qualified Contracts can only have one Owner and there may be
Internal Revenue Service (IRS) or other restrictions on changing the ownership
of a Qualified Contract. Upon our approval, any ownership change will become
effective as of the date you sign the request. Changing ownership may be a
taxable event. You should consult with your tax adviser before doing this.

JOINT OWNER
A Non-Qualified Contract can be owned by up to two Owners. Upon the death of
either Joint Owner, the surviving Joint Owner will become the sole primary
Beneficiary. We will then treat any other Beneficiary designation on record at
the time of death as a contingent Beneficiary. You can change Joint Owners under
the same conditions as described for an Owner. If a Contract has Joint Owners,
we require the signature of both Owners on any forms that are submitted to our
Service Center, unless we allow otherwise.

NOTE FOR PARTIAL ANNUITIZATIONS: Partial Annuitizations are not available to
Joint Owners. There can be only one Owner, the Owner must be the Annuitant, and
we will not allow the Owner to add a joint Annuitant.

ANNUITANT
The Annuitant is the individual on whose life we base Annuity Payments. Subject
to our approval, you designate an Annuitant and you can add a joint Annuitant
for the Annuity Phase if you take a Full Annuitization. You may change the
Annuitant at any time before the Income Date unless the Contract is owned by a
non-individual (for example, a qualified plan or trust). You cannot change the
Annuitant if the Contract is owned by a non-individual, but you can add a joint
Annuitant (subject to our approval) for the Annuity Phase if you take a Full
Annuitization. For Qualified Contracts, the Owner must be the Annuitant unless
the Contract is owned by a qualified plan or is part of a custodial arrangement.

DESIGNATING DIFFERENT PERSONS AS OWNER(S) AND ANNUITANT(S) CAN HAVE IMPORTANT
IMPACTS ON WHETHER A DEATH BENEFIT IS PAID, AND ON WHO WOULD RECEIVE IT. USE
CARE WHEN DESIGNATING OWNERS AND ANNUITANTS, AND CONSULT YOUR REGISTERED
REPRESENTATIVE IF YOU HAVE QUESTIONS.

PAYEE
The Payee is the person or entity you designate (subject to our approval) to
receive Annuity Payments during the Annuity Phase. The Owner will receive tax
reporting on those payments. For Non-Qualified Contracts, an Owner or Annuitant
can be the Payee, but it is not required. For Qualified Contracts owned by a
qualified plan, the qualified plan must be the Payee. For all other Qualified
Contracts, the Owner is not required to be the Payee, but the Owner cannot
transfer or assign his or her rights under the Contract to someone else. If you
do not designate a Payee by the Income Date, we will


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



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                                       9

make Annuity Payments to the Owner. The Owner can change the Payee at any time,
subject to our approval, provided that designation of a Payee is consistent with
federal and state laws and regulations.

BENEFICIARY
The Beneficiary is the person(s) or entity you designate at Contract issue to
receive any death benefit. You can change the Beneficiary or contingent
Beneficiary at any time before your death unless you name an irrevocable
Beneficiary. If you do not designate a Beneficiary, any death benefit will be
paid to your estate.

NOTE FOR JOINT OWNERS: For jointly owned Contracts, the sole primary Beneficiary
will be the surviving Joint Owner. For Contracts that are jointly owned by
spouses, if both spousal Joint Owners die before we pay the death benefit, we
will pay the death benefit to the contingent Beneficiaries, or to the estate of
the Joint Owner who died last if there are no named contingent Beneficiaries.
However, for tax reasons, if the Joint Owners were not spouses and both Joint
Owners die before we pay the death benefit, we will pay the death benefit to the
estate of the Joint Owner who died last.


ASSIGNMENT, CHANGES OF OWNERSHIP AND OTHER TRANSFERS OF A CONTRACT
An authorized request specifying the terms of an assignment (including any
assignment, change of ownership or other transfer) of a Contract must be
provided to our Service Center and approved by us. To the extent permitted by
state law, we reserve the right to refuse to consent to any assignment at any
time on a non-discriminatory basis. We will withhold our consent if the
assignment would violate or result in noncompliance with any applicable state or
federal law or regulation. We will not be liable for any payment made or action
taken before we consent and record the assignment. An assignment may be a
taxable event. We will not be responsible for the validity or tax consequences
of any assignment. After the death benefit has become payable, an assignment can
only be made with our consent. If the Contract is assigned, your rights may only
be exercised with the consent of the assignee of record. Qualified Contracts
generally cannot be assigned.


2. THE ANNUITY PHASE
You can apply your Contract Value to regular periodic payments (Annuity
Payments). A Full Annuitization occurs when you apply the entire Contract Value
to Annuity Payments. A Partial Annuitization occurs when you apply only part of
your Contract Value to Annuity Payments. The Payee will receive the Annuity
Payments. You will receive tax reporting on those payments, however, whether or
not you are the Payee. We may require proof of the Annuitant(s)' age before
making any life contingent Annuity Payment. If the age or gender of the
Annuitant(s) have been misstated, the amount payable will be the amount that
would have been provided at the true age or gender.

NOTE: YOU WILL BE REQUIRED TO TAKE A FULL ANNUITIZATION OF YOUR CONTRACT ON OR
BEFORE THE MAXIMUM PERMITTED INCOME DATE IF, AT THAT TIME, YOU HAVE NOT REDUCED
YOUR CONTRACT VALUE TO ZERO. At our discretion, we may extend the maximum
permitted Income Date subject to the requirements of applicable law. The maximum
permitted Income Date may vary depending on the broker/dealer you purchased your
Contract through and your state of residence. UPON FULL ANNUITIZATION YOU WILL
NO LONGER HAVE A CONTRACT VALUE, ANY PERIODIC WITHDRAWAL OR PAYMENTS (OTHER THAN
ANNUITY PAYMENTS) WILL STOP, AND THE DEATH BENEFIT WILL TERMINATE. IN ADDITION,
IF YOUR CONTRACT INCLUDES THE LIVING GUARANTEES, THE FPAS AND THE GUARANTEED
WITHDRAWAL BENEFIT WILL NO LONGER BE AVAILABLE TO YOU AND YOU WILL NO LONGER
RECEIVE ANY TRUE UPS. If you have not selected an Annuity Option we will make
payments under the default option described in the "Annuity Payments" discussion
of this section.

INCOME DATE
The Income Date is the date Annuity Payments will begin. Your Income Date is
specified in your Contract as the maximum permitted date allowed for your
Contract, which is the first day of the calendar month following the later of:
a) the Annuitant's 90th birthday, or b) ten years from the Issue Date. This
limitation may not apply when the Contract is issued to a charitable remainder
trust. You can make an authorized request for a different Income Date, however,
any such request is subject to our approval. Your Income Date must be the first
day of a calendar month and must be at least two years after the Issue Date.
Some states may require us to allow you to select an earlier Income Date. The
Income Date will never be later than what is permitted under applicable law. An
earlier Income Date may be required to satisfy minimum required distribution
rules under certain Qualified Contracts.

Your election to start Annuity Payments may involve an MVA if any of your
Contract Value is in a FPA on the Income Date.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       10

PARTIAL ANNUITIZATION
PARTIAL ANNUITIZATIONS ARE NOT AVAILABLE TO EVERYONE. THERE CAN BE ONLY ONE
OWNER, THE OWNER MUST BE THE ANNUITANT, AND WE WILL NOT ALLOW THE OWNER TO ADD A
JOINT ANNUITANT.

You can take Partial Annuitizations as Annuity Payments after the second
Contract Anniversary. Partial Annuitizations are not available after you take a
Full Annuitization. If you take a Full Annuitization, the Accumulation Phase of
the Contract will end.

You can take one Partial Annuitization every 12 months. THE MAXIMUM NUMBER OF
ANNUITIZATIONS WE ALLOW AT ANY ONE TIME IS FIVE. We do not allow you to allocate
additional Contract Value to an existing stream of Annuity Payments. You also
cannot transfer any amounts allocated to a stream of Annuity Payments to any
other portion of the Contract. If you have four Partial Annuitizations and you
would like to take a fifth, you must take a Full Annuitization and apply the
entire remaining Contract Value to Annuity Payments, and the Accumulation Phase
of the Contract will end. The amounts you apply to a Partial Annuitization and
Annuity Payments we make under a Partial Annuitization are not subject to the
withdrawal charge.

A Partial Annuitization will decrease the Contract Value, the Withdrawal Charge
Basis, the GMDB value, and for Contracts with the Living Guarantees, it will
also decrease the GPV or GAV. This will decrease the amounts available for
withdrawals, additional Annuity Payments, and payment of the death benefit. For
more information, see section 6, Guaranteed Values Under the Living Guarantees;
section 7, Expenses - Withdrawal Charge; and see section 11, Death Benefit -
GMDB Adjusted Partial Withdrawal Formula.

FOR TAX PURPOSES, ANNUITY PAYMENTS WE MAKE UNDER A PARTIAL ANNUITIZATION WILL BE
TREATED AS PARTIAL WITHDRAWALS AND NOT AS ANNUITY PAYMENTS. However, once the
entire Contract Value has been reduced to zero, we intend to treat all Annuity
Payments we make after that as annuity payments (and not withdrawals) for tax
purposes. If you take a Partial Annuitization(s) and subsequently take a full
withdrawal of the entire remaining Contract Value, all Annuity Payments we make
on or after the Business Day you take the withdrawal, should be treated as
annuity payments (and not withdrawals) for tax purposes.

If the Annuity Payments we make are treated as withdrawals (and not annuity
payments) for tax purposes, under Non-Qualified Contracts, any gains in the
entire Contract will be considered to be distributed before Purchase Payments
and will be subject to ordinary income tax. For Qualified Contracts, in most
cases, the entire Annuity Payment we make under a Partial Annuitization will be
subject to ordinary income taxes. If any Owner is younger than age 59 1/2, the
taxable portion of the Annuity Payments we make under a Partial Annuitization
may also be subject to a 10% federal penalty tax. Partial Annuitizations may
also affect the tax treatment of any future Annuity Payments. YOU SHOULD CONSULT
A TAX ADVISER BEFORE REQUESTING A PARTIAL ANNUITIZATION.

ANNUITY OPTIONS
You can choose one of the income plans (Annuity Options) described below or any
other payment option to which we agree. Before the Income Date, you can select
and/or change the Annuity Option with at least 30 days written notice to us.
After Annuity Payments begin, you cannot change the Annuity Option.

Annuity Payments will usually be lower if you select an Annuity Option that
requires us to make more frequent Annuity Payments or to make payments over a
longer period of time. For example, the guaranteed initial monthly fixed payout
rates under Annuity Option 4 with a guarantee period of 20 years or more are the
lowest fixed rates we offer, and the guaranteed initial monthly fixed payout
rates under Annuity Option 1 are the highest fixed rates we offer. Annuity
Payments will also be lower if you request Annuity Payments at an early age (for
example, when the Annuitant is age 50) as opposed to waiting until the Annuitant
is older (for example, when the Annuitant is age 70).

OPTION 1. LIFE ANNUITY. We will make Annuity Payments during the life of the
Annuitant, and the last payment will be the one that is due before the
Annuitant's death. If the Annuitant dies shortly after the Income Date, the
Payee may receive less than your investment in the Contract.

OPTION 2. LIFE ANNUITY WITH PAYMENTS OVER 5, 10, 15 OR 20 YEARS GUARANTEED. We
will make Annuity Payments during the life of the Annuitant. If you take one
single Full Annuitization and the Annuitant dies before the end of the selected
guaranteed period, we will continue to make Annuity Payments to the Payee for
the rest of the guaranteed period. Alternatively, the Owner may elect to receive
a lump sum payment. Under a Partial Annuitization, if the Annuitant dies before
the end of the selected guaranteed period, we will make a lump sum payment to
the Beneficiary. The lump sum payment is equal to the present value of the
remaining guaranteed Annuity Payments as of the date we receive proof of


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       11

the Annuitant's death and a payment election form at our Service Center. For
variable Annuity Payments, in most states, we base the remaining guaranteed
Annuity Payments on the current value of the Annuity Units and we use the
assumed investment rate to calculate the present value. For fixed payouts, in
most states, we calculate the present value of the remaining guaranteed Annuity
Payments using the Statutory Calendar Year Interest Rate based on the NAIC
Standard Valuation Law for Single Premium Immediate Annuities corresponding to
the Income Date. However, some states require us to use different interest rates
for variable and fixed payouts for the present value calculation. We require
proof of the Annuitant's death and return of the Contract before we will make
any lump sum payment on a Full Annuitization. There are no additional costs
associated with a lump sum payment.

OPTION 3. JOINT AND LAST SURVIVOR ANNUITY. We will make Annuity Payments during
the lifetimes of the Annuitant and the joint Annuitant. Upon the death of one
Annuitant, Annuity Payments to the Payee will continue during the lifetime of
the surviving joint Annuitant, at a level of 100%, 75% or 50% of the previous
amount, as selected by the Owner. Annuity Payments will stop with the last
payment that is due before the last surviving joint Annuitant's death. If both
Annuitants die shortly after the Income Date, the Payee may receive less than
your investment in the Contract. This Annuity Option is not available to you
under a Partial Annuitization.

OPTION 4. JOINT AND LAST SURVIVOR ANNUITY WITH PAYMENTS OVER 5, 10, 15 OR 20
YEARS GUARANTEED. We will make Annuity Payments during the lifetimes of the
Annuitant and the joint Annuitant. Upon the death of one Annuitant, Annuity
Payments will continue to the Payee during the lifetime of the surviving joint
Annuitant at 100% of the amount that was paid when both Annuitants were alive.
However, if both joint Annuitants die before the end of the selected guaranteed
period, we will continue to make Annuity Payments to the Payee for the rest of
the guaranteed period. Alternatively, the Owner may elect to receive a lump sum
payment equal to the present value of the remaining guaranteed Annuity Payments
as of the date we receive proof of the last surviving joint Annuitant's death
and a payment election form at our Service Center. For variable Annuity
Payments, in most states, we base the remaining guaranteed Annuity Payments on
the current value of the Annuity Units and we use the assumed investment rate to
calculate the present value. For fixed payouts, in most states, we calculate the
present value of the remaining guaranteed Annuity Payments using the Statutory
Calendar Year Interest Rate based on the NAIC Standard Valuation Law for Single
Premium Immediate Annuities corresponding to the Income Date. However, some
states require us to use different interest rates for variable and fixed payouts
for the present value calculation. We require proof of death of both joint
Annuitants and return of the Contract before we will make any lump sum payment.
There are no additional costs associated with a lump sum payment. This Annuity
Option is not available to you under a Partial Annuitization.

OPTION 5. REFUND LIFE ANNUITY. We will make Annuity Payments during the lifetime
of the Annuitant, and the last payment will be the one that is due before the
Annuitant's death. After the Annuitant's death, the Payee may receive a lump sum
refund. For a fixed payout, the amount of the refund will equal the amount
applied to this Annuity Option minus the total of all Annuity Payments made
under this option.

For variable Annuity Payments, the amount of the refund will depend on the
current Investment Option allocation and will be the sum of refund amounts
attributable to each Investment Option. We calculate the refund amount for a
given Investment Option using the following formula.

(A) x {[(B) x (C) x (D)/(E)] - [(D) x (F)]}
where:
  (A)= Annuity Unit value of the subaccount for that given Investment Option
       when due proof of the Annuitant's death is received at our Service
       Center.
  (B)= The amount applied to variable Annuity Payments on the Income Date.
  (C)= Allocation percentage in a given subaccount (in decimal form) when due
       proof of the Annuitant's death is received at our Service Center.
  (D)= The number of Annuity Units used in determining each variable Annuity
       Payment attributable to that given subaccount when due proof of the
       Annuitant's death is received at our Service Center.
  (E)= Dollar value of first variable Annuity Payment.
  (F)= Number of variable Annuity Payments made since the Income Date.

We will base this calculation upon the allocation of Annuity Units actually in
force at the time due proof of the Annuitant's death is received at our Service
Center. We will not pay a refund if the total refund determined using the above
calculation is less than or equal to zero.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       12

EXAMPLE
o The Contract has one Owner who is a 65-year-old male. He elects variable
  Annuity Payments under Annuity Option 5 based on a Contract Value of $100,000
  (item "B").
o The Owner who is also the Annuitant allocates all the Contract Value to
  one Investment Option, so the allocation percentage in this subaccount is 100%
  (item "C").
o The purchase rate for the selected assumed investment rate is $6.15 per
  month per thousand dollars of Contract Value annuitized. Therefore, the first
  variable Annuity Payment is:  $6.15 x ($100,000 / $1,000) = $615 (item "E").
o Assume the Annuity Unit value on the Income Date is $12, then the number
  of Annuity Units used in determining each Annuity Payment is:  $615 / $12 =
  51.25 (item "D").


o The Owner who is also the Annuitant dies after receiving 62 Annuity
  Payments (item "F") and the Annuity Unit value for the subaccount on the date
  the Service Center receives due proof of death is $10 (item "A").

WE CALCULATE THE REFUND AS FOLLOWS:
(A) x {[(B) x (C) x (D)/(E)] - [(D) x (F)]} = 10 x {[100,000 x 1.00 x (51.25 /
615)] - [51.25 x 62]} = 10 x {[100,000 x 0.083333] - 3,177.50} = 10 x {8,333.33
- 3,177.50} = 10 x 5,155.83 = $51,558.30


OPTION 6. SPECIFIED PERIOD CERTAIN ANNUITY. THIS OPTION IS ONLY AVAILABLE FOR
FIXED ANNUITY PAYMENTS IN THE STATE OF FLORIDA. Under this option, we will make
Annuity Payments for a specified period of time. You select the specified
period, which must be a whole number of years from ten to 30. If the last
Annuitant dies before the end of specified period certain, then we will continue
to make Annuity Payments to the Payee for the rest of the period certain. This
Annuity Option is not available to you under a Partial Annuitization.

NOTE FOR OWNERS THAT ARE YOUNGER THAN AGE 59 1/2: Your Annuity Payments under
Annuity Option 6 may be subject to a 10% federal penalty tax if the specified
period certain you select is less than your life expectancy.

ANNUITY PAYMENTS
Annuity Payments offer a guaranteed income stream with certain tax advantages
and are designed for Owners who are not concerned with continued access to
Contract Value.

You can request Annuity Payments under Annuity Options 1-5 as:
o a variable payout,
o a fixed payout, or
o a combination of both.

If you do not choose an Annuity Option before the Income Date, we will make
variable Annuity Payments to the Payee under Annuity Option 2 with ten years of
guaranteed monthly payments.

Under a fixed payout, all of the Annuity Payments will be the same dollar amount
(equal installments) except as provided under Annuity Option 3. If you choose a
variable payout, you can continue to invest in up to 15 of the available
Investment Options. We may change this in the future, but we will always allow
you to invest in at least five Investment Options. If you do not tell us
otherwise, we will base variable Annuity Payments on the investment allocations
that were in place on the Income Date. We will not allow you to apply amounts of
less than $5,000 to an Annuity Option. If your Contract Value, adjusted for any
applicable MVA is less than $5,000 on the Income Date, we will refund that
amount to you. Currently, it is our business practice that the initial Annuity
Payment exceed $50. We will contact you to discuss alternate payment
arrangements if the initial Annuity Payment would be $50 or less. Guaranteed
fixed Annuity Payments are based on an interest rate and mortality table
specified in your Contract. The payout rates for fixed Annuity Payments provided
by your Contract are guaranteed and in no event will we use lower fixed payout
rates to calculate your fixed Annuity Payments. However, we may use higher fixed
payout rates to calculate fixed Annuity Payments than the guaranteed rates
provided by your Contract.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       13

If you choose to have any portion of the Annuity Payments based on the
investment performance of the Investment Option(s), the dollar amount of the
payments will depend upon the following factors.
o The Contract Value (adjusted for any applicable MVA) on the Income Date.
o The age of the Annuitant and any joint Annuitant on the Income Date.
o The gender of the Annuitant and any joint Annuitant, where permitted.
o The Annuity Option you select.
o The assumed investment rate (AIR) you select.
o The mortality table specified in the Contract.
o The future performance of the Investment Option(s) you select.

You can choose a 3%, 5% or 7% AIR. The 5% and 7% AIRs are not available in all
states. Using a higher AIR results in a higher initial variable Annuity Payment,
but later payments will increase more slowly when investment performance rises
and decrease more rapidly when investment performance declines. If the actual
performance of your Investment Options exceeds the AIR you selected, the
variable Annuity Payments will increase. Similarly, if the actual performance is
less than the AIR you selected, the variable Annuity Payments will decrease.

EACH PORTION OF THE CONTRACT THAT YOU APPLY TO ANNUITY PAYMENTS WILL TERMINATE
UPON THE EARLIEST OF THE FOLLOWING.
o Under Annuity Options 1 and 3, the death of the last surviving
  Annuitant.
o Under Annuity Options 2 and 4, the death of the last surviving Annuitant
  and expiration of the guaranteed period. If we make a lump sum payment of the
  remaining guaranteed Annuity Payments at the death of the last surviving
  Annuitant, this portion of the Contract will terminate upon payment of the
  lump sum.
o Under Annuity Option 5, the death of the Annuitant and payment of any
  lump sum refund.
o Under Annuity Option 6, the expiration of the specified period certain.
o Contract termination.


3. PURCHASE
PURCHASE PAYMENTS
A Purchase Payment is the money you put into the Contract. The Purchase Payment
requirements for this Contract are as follows.
o You can make additional Purchase Payments of $50 or more during the
  Accumulation Phase.
o YOU CANNOT MAKE ANY ADDITIONAL PURCHASE PAYMENTS TO THE CONTRACT AFTER
  THE INCOME DATE THAT YOU TAKE A FULL ANNUITIZATION (INCLUDING A REQUIRED FULL
  ANNUITIZATION ON THE MAXIMUM PERMITTED INCOME DATE). IN CERTAIN STATES,
  ADDITIONAL PURCHASE PAYMENTS CAN ONLY BE MADE DURING THE FIRST CONTRACT YEAR
  OR MAY BE OTHERWISE RESTRICTED.
o The maximum total amount we will accept without our prior approval is $1
  million (including amounts already invested in other Allianz Life variable
  annuities).
o If we made this Contract available as an Inherited IRA, the death
  benefit proceeds of the previous tax-qualified investment must be directly
  transferred into this Contract (see section 9, Access to Your Money - The
  Minimum Distribution Program and Required Minimum Distribution (RMD)
  Payments). A beneficiary can apply the death benefit proceeds from multiple
  tax-qualified investments that were owned by the same owner to the purchase of
  an Inherited IRA Contract. We will not accept any other forms of Purchase
  Payment on an Inherited IRA Contract. The death benefit proceeds cannot be
  received by the beneficiary and then applied to an Inherited IRA Contract. For
  more information on Inherited IRA Contracts, see section 8, Taxes - Qualified
  Contracts - Inherited IRA.

PURCHASE PAYMENTS TO QUALIFIED CONTRACTS MUST NOT BE GREATER THAN ALLOWED UNDER
FEDERAL LAW AND MUST BE FROM EARNED INCOME OR A QUALIFIED TRANSFER. PURCHASE
PAYMENTS TO QUALIFIED CONTRACTS OTHER THAN FROM A QUALIFIED TRANSFER MAY BE
RESTRICTED AFTER THE OWNER REACHES AGE 70 1/2.

We may, at our sole discretion, waive the minimum Purchase Payment requirements.
We reserve the right to decline any Purchase Payment.



The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009


<PAGE>
                                       14

AUTOMATIC INVESTMENT PLAN (AIP)
The automatic investment plan (AIP) is a program that allows you to make
additional Purchase Payments to your Contract during the Accumulation Phase on a
monthly or quarterly basis by electronic transfer of money from your savings,
checking or brokerage account. You may participate in this program by completing
the appropriate form. Our Service Center must receive your form by the first of
the month in order for AIP to begin that same month. Investments will take place
on the 20th of the month or the next Business Day if the 20th is not a Business
Day. The minimum investment that you can make by AIP is $50. You may stop or
change the AIP at any time. We must be notified by the first of the month in
order to stop or change the AIP for that month. If the AIP is used for a
Qualified Contract, you should consult your tax adviser for advice regarding
maximum contributions. The AIP is not available if the Qualified Contract is
funding a plan that is tax qualified under Section 401of the Internal Revenue
Code.

THE AIP WILL NO LONGER BE AVAILABLE TO YOU AFTER THE INCOME DATE ON WHICH YOU
TAKE A FULL ANNUITIZATION.

ALLOCATION OF PURCHASE PAYMENTS
We do not currently accept allocation instructions from you via email, website,
or other electronic communications. This service may be available to you in the
future. We will allocate your Purchase Payments to the Investment Choices you
select according to your instructions. We ask that you allocate your money in
whole percentages. Transfers of Contract Value between Investment Choices will
not change the allocation instructions for any future additional Purchase
Payments. If you do not change your allocation instructions, we will allocate
any additional Purchase Payments according to your most recent allocation
instructions. You can only allocate up to 50% of any Purchase Payment to the
FPAs during the Accumulation Phase. In some states you cannot make allocations
to the FPAs and they may only be available for GPV or GAV Transfers we make. In
addition, if your Contract includes the Living Guarantees, we may transfer more
than 50% of the total Purchase Payments to the FPAs beginning on the second
Contract Anniversary.

You may provide us with new allocation instructions at any time without fee,
penalty or other charge upon written notice or telephone instructions to our
Service Center. The new allocation instructions will be effective for Purchase
Payments received on or after the Business Day we receive your notice or
instructions in Good Order at our Service Center. If you change your allocation
instructions and you are participating in the automatic investment plan or the
flexible rebalancing program, your allocation instructions must include
directions for the plan/program.

We reserve the right to limit the number of Investment Options that you can
invest in at any one time. Currently, you can invest in up to 15 of the
Investment Options at any one time. We may change this in the future; however,
we will always allow you to invest in at least five Investment Options.

If you make additional Purchase Payments, we will credit these amounts to the
Contract within one Business Day. Our Business Day closes when regular trading
on the New York Stock Exchange closes. If you submit a Purchase Payment to your
registered representative, we will not begin processing the Purchase Payment
until it is received at our Service Center. We consider a Purchase Payment to be
"received" when it is received at our Service Center regardless of how or when
you made the payment.

If mandated under applicable law, we may be required to reject a Purchase
Payment. We also may be required to provide information about you or your
Contract to government regulators. In addition, we may be required to block an
Owner's Contract and thereby refuse any request for transfers, and refuse to pay
any withdrawals, surrenders, or death benefits until instructions are received
from the appropriate regulator.

TAX-FREE SECTION 1035 EXCHANGES
Subject to certain restrictions, you can make a "tax-free" exchange under
Section 1035 of the Internal Revenue Code for all or a portion of one annuity
contract for another, or all of a life insurance policy for an annuity contract.
Before making an exchange, you should compare both contracts carefully. Remember
that if you exchange a life insurance policy or annuity contract for the
Contract described in this prospectus:
o you might have to pay a withdrawal charge on your previous contract,
o there will be a new withdrawal charge period for this Contract,
o other charges under this Contract may be higher (or lower),
o the benefits may be different, and
o you will no longer have access to any benefits from your previous
  contract.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       15

If the exchange does not qualify for Section 1035 treatment, you also may have
to pay federal income tax, including a possible federal penalty tax, on the
exchange. You should not exchange an existing life insurance policy or another
annuity contract for this Contract unless you determine that the exchange is in
your best interest and not just better for the person trying to sell you the
Contract (that person will generally earn a commission on each contract sale).
IF YOU CONTEMPLATE SUCH AN EXCHANGE, YOU SHOULD CONSULT A TAX ADVISER TO DISCUSS
THE POTENTIAL TAX EFFECTS OF SUCH A TRANSACTION.

ACCUMULATION UNITS/COMPUTING THE CONTRACT VALUE
Your Contract Value in the subaccounts (Separate Account Value) will go up or
down based upon the investment performance of the Investment Option(s) you
choose. Your Contract Value will also be affected by the charges of the
Contract, any interest you earn on any general account Investment Choices, and
any MVAs made due to amounts removed from the FPAs. In order to keep track of
your Separate Account Value, we use a measurement called an Accumulation Unit.
If you request variable Annuity Payments during the Annuity Phase of the
Contract, we call this measurement an Annuity Unit.

When we receive a Purchase Payment, we credit your Contract with Accumulation
Units for any portion of your Purchase Payment allocated to an Investment Option
at the daily price next determined after receipt of the Purchase Payment at our
Service Center. The daily purchase price is normally determined at the end of
each Business Day, and any Purchase Payment received at or after the end of the
current Business Day will receive the next Business Day's price. The Purchase
Payments you allocate to the Investment Options are actually placed into
subaccounts. Each subaccount invests exclusively in one Investment Option. We
determine the number of Accumulation Units we credit to your Contract by
dividing the amount of the Purchase Payment allocated to a subaccount by the
value of the corresponding Accumulation Unit.

Every Business Day, we determine the value of an Accumulation Unit for each
subaccount by multiplying the Accumulation Unit value for the previous Business
Day by the net investment factor for the current Business Day. We determine the
net investment factor by:
o dividing the net asset value of a subaccount at the end of the current
  Business Day by the net asset value of the subaccount at the end of the
  immediately preceding Business Day,
o adding any applicable dividends or capital gains, and
o multiplying this result by one minus the amount of the Separate Account
  annual expenses for the current Business Day, and any additional calendar days
  since the immediately preceding Business Day.

We calculate the value of each Accumulation Unit after regular trading on the
New York Stock Exchange closes each Business Day. The value of an Accumulation
Unit may go up or down from Business Day to Business Day. We calculate your
Separate Account Value by multiplying the Accumulation Unit value in each
subaccount by the number of Accumulation Units for each subaccount and then
adding those results together. (For example, the Contract Value on any Contract
Anniversary will reflect the number and value of the Accumulation Units at the
end of the previous Business Day.)

EXAMPLE
o On Wednesday, we receive at our Service Center an additional Purchase
  Payment of $3,000 from you before the end of the Business Day.
o When the New York Stock Exchange closes on that Wednesday, we determine
  that the value of an Accumulation Unit based on the Investment Option you
  chose is $13.25.
We then divide $3,000 by $13.25 and credit your Contract on Wednesday night with
226.415094 subaccount Accumulation Units for the Investment Option you chose. If
the $3,000 payment had been received at or after the end of the current Business
Day, it would have received the next Business Day's price.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       16

4. INVESTMENT OPTIONS
The Contract offers the Investment Options listed in the following table. Each
Investment Option has its own investment objective. In the future, we may add,
eliminate or substitute Investment Options. Depending on market conditions, you
can gain or lose value by investing in the Investment Options.

YOU SHOULD READ THE INVESTMENT OPTIONS' PROSPECTUSES CAREFULLY. The Investment
Options invest in different types of securities and follow varying investment
strategies. There are potential risks associated with each of these types of
securities and investment strategies. For example, an Investment Option's
performance may be affected by risks specific to certain types of investments,
such as foreign securities, derivative investments, non-investment grade debt
securities, initial public offerings (IPOs) or companies with relatively small
market capitalizations. IPOs and other investment techniques may have a
magnified performance impact on an Investment Option with a small asset base. An
Investment Option may not experience similar performance as its assets grow. The
operation of the Investment Options and the various risks associated with the
Investment Options are described in the Investment Options' prospectuses. TO
OBTAIN A CURRENT PROSPECTUS FOR ANY OF THE INVESTMENT OPTIONS, CONTACT YOUR
REGISTERED REPRESENTATIVE OR CALL US AT THE TOLL FREE TELEPHONE NUMBER LISTED AT
THE BACK OF THIS PROSPECTUS. We will send copies of the Investment Options'
prospectuses to you when we issue the Contract.

Certain Investment Options issue two or more classes of shares and certain share
classes may have Rule 12b-1 fees. The classes of shares currently offered by
this Contract are listed in the table of annual operating expenses for each
Investment Option that appears in Appendix A. For more information about share
classes, see the Investment Options' prospectuses.

Currently, the Investment Options are not publicly traded mutual funds. They are
available only as investment options in variable annuity contracts or variable
life insurance policies issued by life insurance companies or in some cases,
through participation in certain qualified pension or retirement plans. The
names, investment objectives and policies of certain Investment Options may be
similar to the names, investment objectives and policies of other portfolios
that the same investment advisers manage. Although the names, objectives and
policies may be similar, the investment results of the Investment Options may be
higher or lower than the results of such portfolios. The investment advisers
cannot guarantee, and make no representation, that the investment results of
similar funds will be comparable even though the Investment Options have the
same names, investment advisers, objectives and policies.


Each of the Investment Options offered by the Allianz Variable Insurance
Products Fund of Funds Trust (Allianz VIP Fund of Funds Trust), including the
AZL FusionPortfolios[SM], is a "fund of funds" and diversifies its assets by
investing in the shares of several other affiliated mutual funds.


The underlying funds may pay 12b-1 fees to the distributor of the Contracts, our
affiliate, Allianz Life Financial Services, LLC, for distribution and/or
administrative services. The underlying funds do not pay service fees or 12b-1
fees to the Allianz VIP Fund of Funds Trust and the Allianz VIP Fund of Funds
Trust does not pay service fees or 12b-1 fees. The underlying funds of the
Allianz VIP Fund of Funds Trust or their advisers may pay service fees to us and
our affiliates for providing customer service and other administrative services
to Contract Owners. The amount of such service fees may vary depending on the
underlying fund.

We offer other variable annuity contracts that may invest in the same Investment
Options. These contracts may have different charges and may offer different
benefits more appropriate to your needs. For more information about these
contracts, please contact our Service Center.


The following advisers and subadvisers are affiliated with us: Allianz
Investment Management LLC, Oppenheimer Capital LLC and Pacific Investment
Management Company LLC. The following is a list of the Investment Options
available under the Contract, the investment advisers and subadvisers for each
Investment Option, the investment objectives for each Investment Option, and the
primary investments of each Investment Option.



The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       17


                               INVESTMENT OPTIONS
<TABLE>
<CAPTION>
    INVESTMENT        NAME OF         ASSET          OBJECTIVE(S)                           PRIMARY INVESTMENTS
MANAGEMENT COMPANY   INVESTMENT     CATEGORY                                             (Normal market conditions)
       AND             OPTION
ADVISER/SUBADVISER
<S>                <C>            <C>           <C>                     <C>
AIM
Managed by Allianz AZL AIM        International Long-term growth of     At least 80% of its assets in a diversified portfolio of
Investment         International                capital                 international equity securities whose issuers are considered
Management         Equity Fund                                          by the fund's subadviser to have strong earnings momentum.
LLC/Invesco Aim
Capital
Management, Inc.
BLACKROCK
Managed by Allianz AZL BlackRock  Large Growth  Long-term growth of     Invests at least 80% of total assets in common and preferred
Investment         Capital                      capital                 stock and securities convertible into common and preferred
Management         Appreciation                                         stock of mid-size and large-size companies.
LLC/BlackRock      Fund
Capital
Management, Inc.
Managed by Allianz AZL            International Match the performance   Invests at least 80% of its assets in a statistically
Investment         International                of the MSCI             selected sampling of equity securities of companies included
Management         Index Fund                   EAFE[{R}]  in the Morgan Stanley Capital International Europe,
LLC/BlackRock                                   Index as closely as     Australia and Far East Index (MSCI EAFE) and in derivative
Investment                                      possible                instruments linked to the MSCI EAFE index.
Management, LLC
Managed by Allianz AZL Money          Cash      Current income          Invests in a broad range of short-term, high quality U.S.
Investment         Market Fund     Equivalent   consistent with         dollar-denominated money market instruments, including
Management                                      stability of principal  government, U.S. and foreign bank, commercial and other
LLC/BlackRock                                                           obligations. During extended periods of low interest rates,
Institutional                                                           and due in part to contract fees and expenses, the yield of
Management                                                              the AZL Money Market Fund may also become extremely low and
Corporation                                                             possibly negative.
Managed by Allianz AZL S&P 500     Large Blend  Match total return of   Normally invests in all 500 stocks in the S&P
Investment         Index Fund                   the S&P                 500[{R}] in proportion to their weighting in
Management                                      500[{R}]   the index.
LLC/BlackRock
Investment
Management, LLC
                   AZL Small Cap    Small Cap   Match performance of    Invests in a representative sample of stocks included in the
                   Stock Index                  the S&P SmallCap 600    S&P SmallCap 600 Index[{R}], and in futures
                   Fund                         Index{R}   whose performance is related to the index, rather than
                                                                        attempt to replicate the index.
Managed by         BlackRock        Specialty   High total investment   Invests in both equity and debt securities of issuers
BlackRock          Global                       return                  located around the world to achieve a combination of capital
Advisors,          Allocation                                           growth and income.
LLC/BlackRock      V.I. Fund
Investment
Management, LLC
and BlackRock
International
Limited
COLUMBIA
Managed by Allianz AZL Columbia      Mid Cap    Long-term growth of     Invests at least 80% of net assets in equity securities of
Investment         Mid Cap Value                capital                 companies that have market capitalizations in the range of
Management         Fund                                                 the companies in the Russell Midcap[{R}] Value
LLC/Columbia                                                            Index at the time of purchase that the fund's subadviser
Management                                                              believes are undervalued and have the potential for long-
Advisors, LLC                                                           term growth.
                   AZL Columbia     Small Cap   Long-term capital       Invests at least 80% of net assets in equity securities of
                   Small Cap                    appreciation            companies with market capitalizations in the range of the
                   Value Fund                                           companies in the Russell 2000 Value Index[{R}]
                                                                        at the time of purchase that the subadviser believes are
                                                                        undervalued.
</TABLE>



The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       18


<TABLE>
<CAPTION>
    INVESTMENT       NAME OF     ASSET     OBJECTIVE(S)                              PRIMARY INVESTMENTS
MANAGEMENT COMPANY INVESTMENT   CATEGORY                                         (Normal market conditions)
       AND           OPTION
ADVISER/SUBADVISER
<S>                <C>         <C>        <C>            <C>
DAVIS
Managed by Allianz AZL Davis     Large    Long-term      Invests the majority of assets in equity securities issued by large
Investment         NY Venture    Value    growth of      companies with market capitalizations of at least $10 billion.
Management         Fund                   capital
LLC/Davis Selected
Advisers, L.P.
Managed by Davis   Davis VA    Specialty  Long-term      At least 80% of net assets in securities issued by companies principally
Advisors           Financial              growth of      engaged in the financial services sector.
                   Portfolio              capital
DREYFUS
Managed by Allianz AZL Dreyfus   Large    Long-term      Primarily invests in common stocks of large, well-established and mature
Investment         Equity        Growth   growth of      companies. Normally invests at least 80% of its net assets in stocks that
Management LLC/The Growth Fund            capital and    are included in a widely recognized index of stock market performance. May
Dreyfus                                   income         invest in non-dividend paying companies if they offer better prospects for
Corporation                                              capital appreciation. May invest up to 30% of its total assets in foreign
                                                         securities.
EATON VANCE
Managed by Allianz AZL Eaton     Large    Total Return   Invests at least 80% of net assets in equity securities, primarily in
Investment         Vance Large   Value                   dividend-paying stocks, of large-cap companies with market capitalizations
Management         Cap Value                             equal to or greater than the median capitalization of companies included in
LLC/Eaton Vance    Fund                                  the Russell 1000 Value Index. May invest up to 25% of total assets in
Management                                               foreign securities, including emerging market securities.
FRANKLIN TEMPLETON
Managed by Allianz AZL         Small Cap  Long-term      Under normal market conditions, invests at least 80% of its net assets in
Investment         Franklin               total return   investments of small capitalization companies similar to those that
Management         Small Cap                             comprise the Russell 2500{trademark} Index at the time of investment.
LLC/Franklin       Value Fund
Advisory Services,
LLC
Managed by         Franklin    Specialty  High Total     At least 80% of net assets in investments of companies located anywhere in
Franklin Templeton Global Real            Return         the world that operate in the real estate sector and normally invests
Institutional, LLC Estate                                predominantly in equity securities.
                   Securities
                   Fund
Managed by         Franklin      Large    Capital        Invests predominantly in a broadly diversified portfolio of equity
Franklin Advisers, Growth and    Value    appreciation,  securities, including securities convertible into common stock.
Inc.               Income                 with current
                   Securities             income as a
                   Fund                   secondary goal
                   Franklin    High-Yield High current   Invests primarily to predominantly in debt securities offering high yield
                   High Income   Bonds    income with    ("junk bonds") and expected total return.
                   Securities             capital
                   Fund                   appreciation
                                          as a secondary
                                          goal
                   Franklin    Specialty  Maximize       Normally invests in debt and equity securities, including corporate,
                   Income                 income while   foreign and U.S. Treasury bonds and stocks with dividend yields the manager
                   Securities             maintaining    believes are attractive.
                   Fund                   prospects for
                                          capital
                                          appreciation
                   Franklin      Large    Capital        At least 80% of net assets in investments of large capitalization
                   Large Cap     Growth   appreciation   companies, and normally invests predominantly in equity securities.
                   Growth
                   Securities
                   Fund
Managed by         Franklin     Mid Cap   Long-term      At least 80% of net assets in investments of companies that have paid
Franklin Advisory  Rising                 capital        rising dividends, and normally invests predominantly in equity securities.
Services, LLC      Dividends              appreciation
                   Securities             with
                   Fund                   preservation
                                          of capital as
                                          an important
                                          consideration
Managed by         Franklin     Mid Cap   Long-term      At least 80% of net assets in investments of small capitalization and mid
Franklin           Small-Mid              capital growth capitalization companies and normally invests predominantely in equity
Advisers, Inc.     Cap Growth                            securities.
                   Securities
                   Fund
Administered by    Franklin      Model    Capital        Invests equal portions in Class 1 shares of the Franklin Income Securities
Franklin Templeton Templeton   Portfolio  appreciation   Fund, Mutual Shares Securities Fund, and Templeton Growth Securities Fund.
Services, LLC      VIP          (Fund of  with income as
                   Founding      Funds)   a secondary
                   Funds                  goal.
                   Allocation
                   Fund
</TABLE>



The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       19


<TABLE>
<CAPTION>
    INVESTMENT       NAME OF   ASSET CATEGORY  OBJECTIVE(S)                            PRIMARY INVESTMENTS
MANAGEMENT COMPANY INVESTMENT                                                      (NORMAL MARKET CONDITIONS)
       AND           OPTION
ADVISER/SUBADVISER
<S>                <C>         <C>            <C>            <C>
Managed by         Franklin      Short-Term   Income         At least 80% of its net assets in U.S. government securities and
Franklin Advisers, U.S.            Bonds                     normally invests primarily in fixed and variable rate mortgage-backed
Inc.               Government                                securities.
                   Fund
                   Franklin    Intermediate-  As high an     Normally invests at least 80% of its net assets in zero coupon debt
                   Zero Coupon   Term Bonds   investment     securities. The fund will mature in December of 2010 and will then no
                   Fund 2010                  return as is   longer be available as an Investment Option under the Contract. For
                                              consistent     additional information regarding the maturity of the fund, please see
                                              with capital   the Franklin Zero Coupon Fund prospectus.
                                              preservation
Managed by         Mutual      International  Capital        Invests primarily in U.S. and foreign equity securities that the
Franklin Mutual    Global          Equity     appreciation   manager believes are undervalued. The fund also invests, to a lesser
Advisers,          Discovery                                 extent, in risk arbitrage securities and distressed companies.
LLC/Franklin       Securities
Templeton          Fund
Investment
Management Limited
Managed by         Mutual       Large Value   Capital        Invests primarily in U.S. and foreign equity securities that the
Franklin Mutual    Shares                     appreciation,  manager believes are undervalued. The fund also invests, to a lesser
Advisers, LLC      Securities                 with income as extent, in risk arbitrage securities and distressed companies.
                   Fund                       a secondary
                                              goal
Managed by         Templeton   International  Long-term      Normally invests at least 80% of net assets in investments of issuers
Templeton          Foreign         Equity     capital growth located outside the U.S., including those in emerging markets, and
Investment         Securities                                normally invests predominantly in equity securities.
Counsel, LLC       Fund
Managed by         Templeton   Intermediate-  High current   Normally invests at least 80% of its net assets in bonds, which include
Franklin Advisers, Global Bond   Term Bonds   income,        debt securities of any maturity, such as bonds, notes, bills and
Inc.               Securities                 consisent with debentures. The fund may invest a portion of its total assets in bonds
                   Fund                       preservation   rated below investment grade and a significant portion of its assets in
                                              of capital,    foreign securities.
                                              with capital
                                              appreciation
                                              as a secondary
                                              consideration
Managed by         Templeton   International  Long-term      Normally invests primarily in equity securities of companies located
Templeton Global   Growth          Equity     capital growth anywhere in the world, including those in the U.S. and in emerging
Advisors           Securities                                markets.
Limited/Templeton  Fund
Asset Management
Ltd.
FUND OF FUNDS
Managed by Allianz AZL           A "Fund of   Long-term      Invests primarily in a combination of five underlying bond and equity
Investment         Balanced     Funds" Model  capital        index funds, to achieve a range generally from 40% to 60% of assets in
Management LLC     Index         Portfolio    appreciation   the underlying equity index funds and 40% to 60% in the underlying bond
                   Strategy                   with           index fund.
                   Fund                       preservation
                                              of capital as
                                              an important
                                              consideration
                   AZL Fusion    A "Fund of   Long-term      Allocation among the underlying investments, to achieve a range
                   Balanced     Funds" Model  capital        generally from 40% to 60% of assets in equity funds with the remaining
                   Fund          Portfolio    appreciation   balance invested in fixed income funds.
                                              with
                                              preservation
                                              of capital as
                                              an important
                                              consideration
                   AZL Fusion    A "Fund of   Long-term      Allocation among the underlying investments, to achieve a range
                   Growth Fund  Funds" Model  capital        generally from 70% to 90% of assets in equity funds with the remaining
                                 Portfolio    appreciation   balance invested in fixed income funds.
                   AZL Fusion    A "Fund of   Long-term      Allocation among the underlying investments, to achieve a range
                   Moderate     Funds" Model  capital        generally from 55% to 75% of assets in equity funds with the remaining
                   Fund          Portfolio    appreciation   balance invested in fixed income funds.
                   AZL           A "Fund of   Long-term      Invests primarily in a combination of five underlying bond and equity
                   Moderate     Funds" Model  capital        index funds, to achieve a range generally from 55% to 75% of assets in
                   Index         Portfolio    appreciation   the underlying equity index funds and 25% to 45% in the underlying bond
                   Strategy                                  index fund.
                   Fund
</TABLE>



The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       20


<TABLE>
<CAPTION>
    INVESTMENT     NAME OF INVESTMENT OPTION     ASSET     OBJECTIVE(S)                      PRIMARY INVESTMENTS
MANAGEMENT COMPANY                             CATEGORY                                  (Normal market conditions)
       AND
ADVISER/SUBADVISER
<S>                <C>                       <C>           <C>           <C>
J.P. MORGAN
Managed by Allianz AZL JPMorgan U.S. Equity   Large Blend  High total    Invests at least 80% of its net assets, plus any borrowings
Investment         Fund                                    return        for investment purposes, primarily in equity securities of
Management                                                               large- and medium-capitalization U.S. companies.
LLC/J.P. Morgan
Investment
Management, Inc.
MFS
Managed by Allianz AZL MFS Investors Trust    Large Blend  Capital       Invests primarily in equity securities of companies with
Investment         Fund                                    appreciation  large capitalizations that the subadviser believes has
Management                                                               above average earnings growth potential, are undervalued,
LLC/Massachusetts                                                        or is a combination of both.
Financial Services
Company
OPPENHEIMER CAPITAL
Managed by Allianz AZL OCC Opportunity Fund    Small Cap   Capital       At least 65% of its assets in common stocks of "growth"
Investment                                                 appreciation  companies with market capitalizations of less than $2
Management LLC/                                                          billion at the time of investment.
Oppenheimer
Capital LLC
Managed by Allianz OpCap Mid Cap Portfolio      Mid Cap    Long-term     Invests at least 80% of its net assets in equity securities
Global Investors                                           capital       of companies with market capitalizations between $500
Fund Management                                            appreciation  million and $15 billion at the time of purchase that the
LLC                                                                      adviser believes are undervalued in the marketplace.
OPPENHEIMERFUNDS
Managed by         Oppenheimer High Income    High-Yield   High level of Invests mainly in a variety of high-yield fixed-income
OppenheimerFunds,  Fund/VA                       Bonds     current       securities of domestic and foreign issuers with at least
Inc.                                                       income        65% of total assets in high-yield, lower-grade fixed income
                                                                         securities commonly known as "junk" bonds.
PIMCO
Managed by Pacific PIMCO VIT All Asset         Specialty   Maximum real  Invests in institutional class shares of the underlying
Investment         Portfolio                   (Fund of    return        PIMCO Funds and does not invest directly in stocks or bonds
Management Company                              Funds)     consistent    of other issuers.
LLC                                                        with
                                                           preservation
                                                           of real
                                                           capital and
                                                           prudent
                                                           investment
                                                           management
                   PIMCO VIT CommodityReal     Specialty   Maximum real  Invests in commodity linked derivative instruments backed
                   Return[{R}]                return        by a portfolio of inflation-indexed securities and other
                   Strategy Portfolio                      consistent    fixed income securities.
                                                           with prudent
                                                           investment
                                                           management
                   PIMCO VIT Emerging        Intermediate- Maximum total At least 80% of its assets in fixed income instruments of
                   Markets Bond Portfolio     Term Bonds   return,       issuers that economically are tied to countries with
                                                           consistent    emerging securities markets.
                                                           with
                                                           preservation
                                                           of capital
                                                           and prudent
                                                           investment
                                                           management
                   PIMCO VIT Global Bond     Intermediate- Maximum total At least 80% of its assets in fixed income instruments of
                   Portfolio (Unhedged)       Term Bonds   return,       issuers in at least three countries (one of which may be
                                                           consistent    the U.S.), which may be represented by futures contracts.
                                                           with          May invest, without limitation, in securities of issuers in
                                                           preservation  emerging market countries.
                                                           of capital
                                                           and prudent
                                                           investment
                                                           management
                   PIMCO VIT High Yield       High-Yield   Maximum total At least 80% of assets in a diversified portfolio of high-
                   Portfolio                     Bonds     return,       yield securities ("junk bonds") rated below investment
                                                           consistent    grade, but at least Caa by Moody's or equivalently rated by
                                                           with          S&P or Fitch. May invest up to 20% of total asets in
                                                           preservation  securities denominated in foreign currencies.
                                                           of capital
                                                           and prudent
                                                           investment
                                                           management
</TABLE>



The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       21


<TABLE>
<CAPTION>
    INVESTMENT        NAME OF     ASSET CATEGORY OBJECTIVE(S)                           PRIMARY INVESTMENTS
MANAGEMENT COMPANY   INVESTMENT                                                     (NORMAL MARKET CONDITIONS)
       AND             OPTION
ADVISER/SUBADVISER
<S>                <C>            <C>            <C>           <C>
                   PIMCO VIT Real Intermediate-  Maximum real  At least 80% of its net assets in inflation-indexed bonds of varying
                   Return           Term Bonds   return,       maturities issued by the U.S. and non-U.S. governments, their
                   Portfolio                     consistent    agencies or instrumentalities and corporations.
                                                 with
                                                 preservation
                                                 of real
                                                 capital and
                                                 prudent
                                                 investment
                                                 management
                   PIMCO VIT      Intermediate-  Maximum total At least 65% of total assets in a diversified portfolio of fixed
                   Total Return     Term Bonds   return,       income instruments of varying maturities, which may be represented by
                   Portfolio                     consistent    forwards or derivatives such as options, futures contracts, or swap
                                                 with          agreements.
                                                 preservation
                                                 of capital
                                                 and prudent
                                                 investment
                                                 management
PRUDENTIAL
Managed by         SP             International  Long-term     Invests primarily in equity-related securities of foreign issuers
Prudential         International      Equity     growth of     with at least 65% of its total assets in common stocks of foreign
Investments        Growth                        capital       companies operating or based in at least five different countries.
LLC/William Blair  Portfolio
& Company LLC and
Marsico Capital
Management LLC
Managed by         SP Strategic    Large Growth  Long-term     At least 65% of total assets in equity and equity-related securities
Prudential         Partners                      growth of     of U.S. companies that the adviser believes to have strong capital
Investments        Focused Growth                capital       appreciation potential.
LLC/Jennison       Portfolio
Associates LLC and
AllianceBernstein
L.P.
SCHRODER
Managed by Allianz AZL Schroder     Specialty    Capital       Invests at least 80% of its net assets in equity securities of
Investment         Emerging                      appreciation  companies that the subadviser believes to be "emerging market"
Management         Markets Equity                              issuers. May invest remainder of assets in securities of issuers
LLC/Schroder       Fund                                        located anywhere in the world.
Investment
Management North
America Inc.
TURNER
Managed by Allianz AZL Turner       Small Cap    Long-term     At least 80% of its net assets in common stocks and other equity
Investment         Quantitative                  growth of     securities of U.S. companies with small market capitalizations that
Management         Small Cap                     capital       the subadviser believes, based on a quantitative model, have strong
LLC/Turner         Growth Fund                                 earnings growth potential. Small capitalization companies are defined
Investment                                                     as companies with market capitalizations, at the time of purchase, in
Partners, Inc.                                                 the range of companies included in the Russell[
                                                               ]2000[{R}] Growth Index.
VAN KAMPEN
Managed by Allianz AZL Van Kampen   Specialty    Highest       Invests at least 65% of its total assets in income-producing equity
Investment         Equity and                    possible      securities and also invests in investment grade quality debt
Management LLC/Van Income Fund                   income        securities. May invest up to 25% ot total assets in foreign
Kampen Asset                                     consistent    securities, including emerging market securities.
Management                                       with safety
                                                 of principal
                                                 with long-
                                                 term growth
                                                 of capital as
                                                 an important
                                                 secondary
                                                 objective
                   AZL Van Kampen   Specialty    Income and    Invests at least 80% of assets in equity securities of companies in
                   Global Real                   capital       the real estate industry located throughout the world, including real
                   Estate Fund                   appreciation  estate investment trusts and real estate operating companies
                                                               established outside the U.S.
                   AZL Van Kampen  Large Value   Income and    Invests at least 65% of total assets in income-producing equity
                   Growth and                    long-term     securities, including common stocks and convertible securities; also
                   Income Fund                   growth of     in non-convertible preferred stocks and debt securities rated
                                                 capital       "investment grade." May invest  up to 25% of total assets in foreign
                                                               securities, including emerging market securities.
</TABLE>



The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       22


<TABLE>
<CAPTION>
    INVESTMENT        NAME OF     ASSET CATEGORY OBJECTIVE(S)                          PRIMARY INVESTMENTS
MANAGEMENT COMPANY   INVESTMENT                                                     (NORMAL MARKET CONDITIONS)
       AND             OPTION
ADVISER/SUBADVISER
<S>                <C>            <C>            <C>          <C>
Managed by Allianz AZL Van Kampen International  Long term    Invests at least 80% of assets in a diversified portfolio of equity
Investment         International                 capital      securities of issuers selected from a universe comprised of
Management         Equity Fund                   appreciation approximately 1,200 companies in non-U.S. markets.
LLC/Morgan Stanley
Investment
Management, Inc.
Managed by Allianz AZL Van Kampen    Mid Cap     Capital      At least 80% of net assets in common stocks and other equity
Investment         Mid Cap Growth                growth       securities of mid capitalization growth companies.
Management LLC/Van Fund
Kampen Asset
Management
</TABLE>


Shares of the Investment Options may be offered in connection with certain
variable annuity contracts and variable life insurance policies of various
insurance companies that may or may not be affiliated with us. Certain
Investment Options may also be sold directly to pension and retirement plans
that qualify under Section 401 of the Internal Revenue Code. As a result, a
material conflict of interest may arise between insurance companies, owners of
different types of contracts and retirement plans or their participants. Each
Investment Option's Board of Directors will monitor for the existence of any
material conflicts, and determine what action, if any, should be taken.

We may enter into certain arrangements under which we, or our affiliate Allianz
Life Financial Services, LLC, the principal underwriter for the Contracts, are
compensated by the Investment Options' advisers, distributors and/or affiliates
for the administrative services and benefits that we provide to the Investment
Options. The amount of the compensation usually is based on the aggregate assets
of the Investment Options or other investment portfolios that are attributable
to contracts that we issue or administer. Some advisers may pay us more or less
than others. The maximum fee that we currently receive is at the annual rate of
0.25% of the average aggregate amount invested by us in the Investment Options.
In addition, our affiliate Allianz Life Financial Services, LLC, may receive
Rule 12b-1 fees deducted from certain Investment Option assets attributable to
the Contract for providing distribution and support services to some Investment
Options. Because 12b-1 fees are paid out of an Investment Option's assets on an
ongoing basis, over time they will increase the cost of an investment in the
Investment Option.


SUBSTITUTION AND LIMITATION ON FURTHER INVESTMENTS
We may substitute another Investment Option for one of the Investment Options
you selected for any reason in our sole discretion. To the extent required by
the Investment Company Act of 1940 or other applicable law, we will not
substitute any shares without notice to you and prior approval of the SEC.
Substitutions may be made with respect to existing investments, the investment
of future Purchase Payments, or both. New or substitute Investment Options may
have different fees and expenses, and their availability may be limited to
certain classes of purchasers. We may limit further investment in, or transfers
to, an Investment Option if marketing, tax or investment considerations warrant,
or for any reason in our sole discretion. We also may close Investment Options
to allocations of Purchase Payments and/or Contract Value, at any time and at
our sole discretion. The fund companies that sell shares of the Investment
Options to us, pursuant to participation agreements, may terminate those
agreements and discontinue offering their shares to us.


TRANSFERS
You can make transfers among the Investment Choices, subject to certain
restrictions. Transfers may be subject to a transfer fee. For more information,
see section 7, Expenses - Transfer Fee. Also, transfers from the FPAs may be
subject to an MVA. We currently allow you to make as many transfers each
Contract Year as you wish. We may change this practice in the future. There is
no minimum required transfer amount. This product is not designed for
professional market timing organizations, other entities or persons using
programmed, large, or frequent transfers, and excessive or inappropriate
transfer activity may be restricted.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       23

The following applies to any transfer.
o Your request for a transfer must clearly state:
  -  which Investment Choices are involved in the transfer; and
  -  how much you wish to transfer.
o Transfers from a FPA may be subject to an MVA.
o If your Contract includes the Living Guarantees, you can make transfers
  from the FPAs to the extent that the GPV or GAV Fixed Account Minimum is met
  (see section 6, Guaranteed Values Under the Living Guarantees - The GPV and
  GAV Fixed Account Minimums). These transfers may be subject to an MVA unless
  the transfers are made within 30 days before the end of the Account Period. In
  some states you cannot make allocations to the FPAs and they may only be
  available for GPV and GAV Transfers we make.
o After the Income Date, you cannot make a transfer from a fixed Annuity
  Payment stream to a variable Annuity Payment stream.
o After the Income Date, you can make a transfer from a variable Annuity
  Payment stream to establish a new fixed Annuity Payment stream.
o Your right to make transfers is subject to modification if we determine,
  in our sole discretion, that exercise of the right by one or more Owners is,
  or may be, to the disadvantage of other Owners. For more information, see the
  "Excessive Trading and Market Timing" discussion in this section.
o Transfer instructions apply equally to the accumulation and
  annuitization portions of the Contract. You cannot make transfers selectively
  within different portions of the Contract.
o Transfers of Contract Value between Investment Options will not change
  the allocation instructions for any future Purchase Payments.


When you make a transfer request, we will process the request based on the
Accumulation Unit values and/or Annuity Unit values next determined after
receipt of the request in Good Order at our Service Center. The Accumulation
Unit values and Annuity Unit values are normally determined at the end of each
Business Day and any transfer request received at or after the end of the
current Business Day will receive the next Business Day's Accumulation Unit
values and/or Annuity Unit values.


The Investment Options may, in the future, add policies or change existing
policies designed to restrict market timing activities. For example, Investment
Options may impose restrictions on transfers between Investment Options in an
affiliated group of Investment Options if the investment adviser to one or more
of the Investment Options determines that the Owner or his or her designee
requesting the transfer has engaged, or is engaging in, market timing or other
abusive trading activities. In addition, an Investment Option may impose a
short-term trading fee on purchases and sales within a specified period. You
should review the Investment Options' prospectuses regarding any applicable
transfer restrictions and the imposition of any fee to discourage short-term
trading. The imposition of these restrictions would occur as a result of
Investment Option restrictions and actions taken by the managers of the
Investment Options.

TELEPHONE AND OTHER ELECTRONIC TRANSFERS
You can request transfers by telephone, fax, or by website at
www.allianzlife.com. We may allow you to authorize someone else to request
transfers by telephone, fax, or website on your behalf. We will accept
instructions from either you or a Joint Owner unless we are instructed
otherwise. We will use reasonable procedures to confirm that instructions given
to us by telephone or by website are genuine. If we do not use such procedures,
we may be liable for any losses due to unauthorized or fraudulent instructions.
We record all telephone instructions and log all website instructions. We
reserve the right to deny any transfer request submitted by telephone, website,
or by fax, and to discontinue or modify the telephone, fax and/or website
transfer privileges at any time and for any reason.

We do not currently accept transfer instructions from you via email or via
electronic communications other than by telephone, fax, or by website. This
service may be available to you in the future.

When you make a transfer request by telephone, fax, or by website, we will
process the request based on the Accumulation Unit values next determined after
receipt of the request at our Service Center. If you or your authorized
representative have not given instructions to a Service Center representative
before the end of the Business Day, even if due to our delay in answering your
call or a delay caused by our telephone, fax and/or computer system, we will
consider the request to be received at or after the end of the current Business
Day and the request will receive the next Business Day's Accumulation Unit
values.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       24

Please note that telephone, fax and/or the website may not always be available.
Any telephone, fax and/or computer system, whether it is ours, yours, your
service provider's, or your registered representative's, can experience outages
or slowdowns for a variety of reasons. These outages or slowdowns may delay or
prevent our processing of your request. Although we have taken precautions to
help our systems handle heavy use, we cannot promise complete reliability under
all circumstances. If you are experiencing problems, you should make your
transfer by writing to our Service Center.

By authorizing transfers by telephone or website, you authorize us to accept and
act upon such instructions for transfers involving your Contract. There are
risks associated with telephone and website transactions that do not occur if a
written request is submitted. Anyone authorizing or making such requests bears
those risks. You should protect your website password, because the website is
available to anyone who provides your password; we will not be able to verify
that the person providing electronic transfer instructions via the website is
you or is authorized by you.

EXCESSIVE TRADING AND MARKET TIMING
Your ability to make transfers under the Contract is subject to modification if
we determine, in our sole discretion, that the exercise of the transfer
privilege may disadvantage or potentially harm the rights or interests of other
Owners.

Frequent transfers, programmed transfers, transfers into and then out of an
Investment Choice in a short period of time, and transfers of large amounts at
one time (collectively referred to as "potentially disruptive trading") may have
harmful effects for other Owners, Annuitants and Beneficiaries. These risks and
harmful effects include the following.
o Dilution of the interests of long-term investors in an Investment
  Choice, if market timers or others transfer into the Investment Choice at
  prices that are below their true value or transfer out of the Investment
  Choice at prices that are higher than their true value.
o An adverse effect on portfolio management, such as causing the
  Investment Choice to maintain a higher level of cash than would otherwise be
  the case, or causing the Investment Choice to liquidate investments
  prematurely.
o Increased brokerage and administrative expenses.

In order to attempt to protect our Owners and the Investment Choices from
potentially disruptive trading, we have adopted certain excessive trading and
market timing policies and procedures. Under our excessive trading and market
timing policy, we could modify your transfer privileges for some or all of the
Investment Choices. Unless prohibited by the terms of the Contract or applicable
state law, the modifications we may apply include (but are not limited to) the
following.
o Limiting the frequency of transfers (for example, prohibit more than one
  transfer a week, or more than two a month, etc.).
o Restricting the method of making a transfer (for example, requiring that
  all transfers be sent by first class U.S. mail and rescinding the telephone,
  fax or website transfer privileges).
o Requiring a minimum time period between each transfer into or out of a
  particular Investment Choice. Our current policy, which is subject to change
  without notice, prohibits "round trips" with Investment Choices, other than
  the AZL Money Market Fund and the AZL FusionPortfolios, within 14 calendar
  days. Round trips are transfers into and back out of a particular Investment
  Choice, or transfers out of and back into a particular Investment Choice.
o Not accepting transfer requests made on your behalf by an asset
  allocation and/or market timing service.
o Limiting the dollar amount of any Purchase Payment or transfer request
  allocated to any Investment Choice at any one time.
o Imposing redemption fees on short-term trading (or implementing and
  administering redemption fees imposed by one or more of the Investment
  Options).
o Prohibiting transfers into specific Investment Choices.
o Imposing other limitations or restrictions.

We also reserve the right to reject any specific Purchase Payment allocation or
transfer request from any person if in the investment adviser's, subadviser's or
our judgment, an Investment Choice may be unable to invest effectively in
accordance with its investment objectives and policies.

Currently, we attempt to DETER disruptive trading as follows. If a transfer(s)
is/are identified as potentially disruptive trading, we may (but are not
required to) send a warning letter. If the conduct continues and we determine
that it constitutes disruptive trading, we will also impose transfer
restrictions. Transfer restrictions may include refusing to take orders by fax,
telephone or website and requiring the submission of all transfer requests via
first-class U.S. mail. We do not enter into agreements permitting market timing
and would not permit activities determined to be disruptive trading to


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       25

continue. We also reserve the right to impose transfer restrictions on a
Contract if we determine, in our sole discretion, that the transfers are
disadvantageous to other Owners. We will notify the Owner in writing if we
impose transfer restrictions on the Owner.

We do not include automatic transfers made under any programs we provide, or
automatic transfers made under any of the Contract features, when applying our
market timing policy.

We have adopted these policies and procedures as a preventative measure to
protect all Owners from the potential effects of disruptive trading, while also
abiding by the Owners' legitimate interest in diversifying their investment and
making periodic asset re-allocations based upon their personal situations or
overall market conditions. We attempt to protect the Owners' interests in making
legitimate transfers by providing reasonable and convenient methods of making
transfers that do not harm other Owners.

We may make exceptions when imposing transfer restrictions if we determine a
transfer is appropriate, although it may technically violate our policies and
procedures that are discussed above. In determining whether a transfer is
appropriate, we may, but are not required to, take into consideration the
relative size of a transaction, whether the transaction was purely a defensive
transfer into the AZL Money Market Fund, and whether the transaction involved an
error or similar event. We may also reinstate telephone, fax or website transfer
privileges after we have revoked them, but we will not reinstate these
privileges if we have reason to believe that they might be used for disruptive
trading purposes in the future.

We cannot guarantee the following.
o Our monitoring will be 100% successful in detecting all potentially
  disruptive trading activity.
o Revoking telephone, fax or website transfer privileges will successfully
  deter all potentially disruptive trading.

In addition, certain of the Investment Options are available to insurance
companies other than us and we do not know whether those other insurance
companies have adopted policies and procedures to detect and deter potentially
disruptive trading, or what their policies and procedures might be.

As a result of the fact that we may not be completely successful at detecting
and preventing market timing activities, and other insurance companies that
offer the Investment Options may not have adopted adequate market timing
procedures, there is some risk that market timing activity may occur and
negatively affect other Owners.

We may, without prior notice to any party, take whatever action we deem
appropriate to comply with or take advantage of any state or federal regulatory
requirement. In addition, orders for the purchase of an Investment Choice's
shares are subject to acceptance by that Investment Choice. We reserve the right
to reject, without prior notice, any transfer request into an Investment Choice
or allocation of a Purchase Payment to an Investment Choice if the order to
purchase the Investment Choice's shares is not accepted for any reason. We have
entered into agreements required under SEC Rule 22c-2 (Rule 22c-2 agreements)
whereby, upon request by an underlying fund or its designee, we are required to
provide the underlying fund with information about you and your trading
activities into or out of one or more Investment Options. This information will
be provided to the underlying fund or its designee. Under the terms of the
Rule 22c-2 agreements, we are required to: (1) provide details concerning every
purchase, redemption, transfer, or exchange of Investment Options during a
specified period; and (2) restrict your trading activity if the party receiving
the information so requests. Under certain Rule 22c-2 agreements, if we fail to
comply with a request to restrict trading activity, the underlying fund or its
designee may refuse to accept transfers from us until we comply.

We retain some discretion in determining what actions constitute potentially
disruptive trading and in determining when and how to impose trading
restrictions. Therefore, persons engaging in potentially disruptive trading may
be subjected to some uncertainty as to when and in what form trading
restrictions may be applied, and persons not engaging in potentially disruptive
trading may not know precisely what actions will be taken against a person
engaging in potentially disruptive trading. For example, if we determine a
person is engaging in potentially disruptive trading, we may revoke that
person's telephone, fax or website transfer privileges and require all future
requests to be sent by first class U.S. mail. In the alternative, if the
disruptive trading affects only a single Investment Choice, we may prohibit
transfers into or allocations of Purchase Payments to that Investment Choice. We
will notify the person or entity making the potentially disruptive trade when we
revoke any transfer privileges.

The retention of some level of discretion by us may result in disparate
treatment among persons engaging in potentially disruptive trading, and it is
possible that some persons could experience adverse consequences if other
persons are able to engage in practices that may constitute disruptive trading,
and that result in negative effects.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       26


DOLLAR COST AVERAGING (DCA) PROGRAM
The dollar cost averaging (DCA) program allows you to systematically transfer a
set amount of money each month or quarter from any one Investment Option to
other Investment Options. The Investment Option you transfer from may not be the
Investment Option you transfer to in this program. You cannot dollar cost
average to or from a general account Investment Choice. By allocating amounts on
a regularly scheduled basis, as opposed to allocating the total amount at one
particular time, you may be less susceptible to the impact of market
fluctuations. You may only participate in this program during the Accumulation
Phase. Generally, the DCA program requires a $1,500 minimum allocation and
participation for at least six months.


All DCA transfers will be made on the tenth day of the month or the next
Business Day if the tenth is not a Business Day. You can elect this program by
properly completing the DCA form provided by us.

Your participation in the program will end when any of the following occurs.
o The number of desired transfers has been made.
o You do not have enough money in the Investment Options to make the
  transfer (if less money is available, that amount will be dollar cost averaged
  and the program will end).
o You request to terminate the program (your request must be received at
  our Service Center by the first of the month to terminate that month).
o Contract termination.


If you participate in the DCA program, there are no fees for the transfers made
under this program and we do not currently count these transfers against the
free transfers that we allow. We reserve the right to discontinue or modify the
DCA program at any time and for any reason.

FLEXIBLE REBALANCING
You can choose to have us rebalance your account. Once your money has been
invested, the performance of the Investment Options may cause your chosen
allocation to shift. Flexible rebalancing is designed to help you maintain your
specified allocation mix among the different Investment Options. The general
account Investment Choices are not part of the flexible rebalancing program. You
can direct us to automatically readjust your balance in the Investment Options
on a quarterly, semi-annual or annual basis to return to your selected
Investment Option allocations. Flexible rebalancing transfers will be made on
the 20th day of the month or the previous Business Day if the 20th is not a
Business Day. If you participate in the flexible rebalancing program, there are
no fees for the transfers made under this program and we do not currently count
these transfers against any free transfers that we allow. If your Contract
includes the Living Guarantees, the automatic transfers that we make (GPV or GAV
Transfers) in and out of the FPAs to support the Living Guarantees may affect
your flexible rebalancing program. We reserve the right to discontinue or modify
the flexible rebalancing program at any time and for any reason. To participate
in this program, your request must be received in Good Order at our Service
Center by the eighth of the month so that we may rebalance your account on the
20th of the month. To terminate your participation in this program, your request
must also be received at our Service Center by the eighth of the month to
terminate that month.


FINANCIAL ADVISERS - ASSET ALLOCATION PROGRAMS
If you have or establish a relationship with a personal financial adviser and
the advisory agreement provides that you will pay all or a portion of your
adviser's fees out of the Contract, we will, pursuant to written instructions
from you in a form acceptable to us, make a partial withdrawal of the Contract
Value to pay for the services of the financial adviser. We will treat any fee
that is withdrawn as a withdrawal under the terms of this Contract. If the
Contract is Non-Qualified, the withdrawal will be treated like any other
distribution; it may be included in your gross income for federal tax purposes
and, if any Owner is under age 59 1/2, it may be subject to a 10% federal
penalty tax. If the Contract is Qualified, the withdrawal for the payment of
fees may not be treated as a taxable distribution if certain conditions are met.
You should consult a tax adviser regarding the tax treatment of the payment of
financial adviser fees from your Contract.

We do not set the amount of the fees charged or receive any portion of the fees
from your adviser. Any fee that is charged by your adviser is in addition to the
fees and expenses that apply under your Contract. We are not party to the
agreement you have with your adviser. You should ask your adviser for any
details about the compensation he or she receives in connection with your
Contract.

Please note that the adviser you engage to provide advice and/or to make
transfers for you is not acting on our behalf, but is acting on your behalf. We
do not review or approve the actions of any adviser, and do not assume any
responsibility for


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       27

these actions. However, we do reserve the right to request and review prior
transaction history of any adviser prior to granting your request to allow the
adviser to act on your behalf. If, in our sole discretion, we believe the
adviser's trading history indicates a pattern of excessive trading, we reserve
the right to deny that adviser trading authority. If an adviser is granted
trading authority, that adviser is subject to the same limitations applicable to
Owners as stated above.

VOTING PRIVILEGES
We are the legal owner of the Investment Option shares. However, when an
Investment Option solicits proxies in conjunction with a shareholder vote that
affects your investment, we will obtain from you and other affected Owners
instructions as to how to vote those shares. When we receive those instructions,
we will vote all of the shares we own including any shares that we own on our
own behalf, in proportion to those instructions. Because of this proportional
voting and because many Owners do not respond to our request for them to provide
us with voting instructions, a small number of Owners may determine the outcome
of the vote. Should we determine that we are no longer required to obtain your
voting instructions, we will vote the shares in our own right. Only Owners have
voting privileges under the Contract. Annuitants, Beneficiaries, Payees and
other persons have no voting privileges unless they are also Owners.

We determine your voting interest in an Investment Option as follows.
o You are permitted to cast votes based on the dollar value of the
  Investment Option's shares that we hold for your Contract in the corresponding
  subaccount. We calculate this value based on the number of
  Accumulation/Annuity Units allocated to your Contract on the record date and
  the value of each unit on that date. We count fractional votes.
o We will determine the number of shares that you can vote.
o You will receive any proxy materials and a form to give us voting
  instructions as well as periodic reports relating to the Investment Options in
  which you have an interest.

5. OUR GENERAL ACCOUNT
Our general account consists of all of our assets other than those in our
separate accounts. We have complete ownership of all assets in our general
account and we use these assets to support our insurance and annuity obligations
other than those funded by our separate accounts. These assets are subject to
our general liabilities from business operations. It is possible for assets
invested in our general account to lose value. Subject to applicable law, we
have sole discretion over the investment of the assets of our general account.

We have not registered our general account as an investment company under the
Investment Company Act of 1940, nor have we registered interests in our general
account under the Securities Act of 1933. As a result, the SEC has not reviewed
the disclosures in this prospectus relating to our general account.


Currently, the only general account Investment Choices we offer under this
Contract during the Accumulation Phase are the Fixed Period Accounts (FPAs). Any
amounts you allocate to the FPAs, as well as any amounts we transfer to the FPAs
under the Living Guarantees become part of our general account. Additionally,
any amounts that you allocate to provide fixed Annuity Payments during the
Annuity Phase become part of our general account. Any guaranteed values provided
by this Contract that are in excess of the Contract Value are subject to our
claims paying ability. We may change the terms of the general account Investment
Choices in the future. Please contact us for the most current terms.


FIXED PERIOD ACCOUNTS (FPAS)
FPAs are a type of Investment Choice available under our general account. We
will credit any amount in the FPAs with interest. FPAs are available only during
the Accumulation Phase. Money removed from an FPA may be subject to an MVA,
which may increase or decrease your Contract Value and/or the amount of the
withdrawal or transfer.

FPAs have Account Periods of anywhere from one to ten years. An Account Period
is the amount of time we expect money to remain in an FPA. Only one FPA of a
specific Account Period is available for Purchase Payments or transfers in each
Contract Year.

You can allocate up to 50% of any Purchase Payment to an FPA. However, in some
states the FPAs may only be available for GPV or GAV Transfers we make under the
Living Guarantees. In addition, under the Living Guarantees we may transfer more
than 50% of the total Purchase Payments to the FPAs beginning on the second
Contract Anniversary. If you allocated any portion of the initial Purchase
Payment to an FPA on the Issue Date, we applied that amount to an FPA with a
ten-year Account Period. We will also apply any additional transfers or portions
of Purchase Payments allocated to an FPA during the first Contract Year to this
ten-year Account Period. Similarly, a nine-year Account Period


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       28

is available for allocations in the second Contract Year, an eight-year Account
Period is available in the third year, and so on. After the tenth Contract Year,
there are five-year rolling Account Periods. In the 11th through the 15th
Contract Years, allocations can be made to an FPA with an Account Period equal
to one plus the remaining number of complete Contract Years to the end of the
15th Contract Year. For example, in the 11th Contract Year a five-year Account
Period is available; in the 12th Contract Year a four-year Account Period is
available, and so on until the 16th Contract Year when a new five-year Account
Period is again available. Please see the following table for more information.

<TABLE>
<CAPTION>
CONTRACT YEAR FPA ACCOUNT PERIOD  CONTRACT YEAR FPA ACCOUNT PERIOD  CONTRACT YEAR FPA ACCOUNT PERIOD
<S>           <C>                <C> <C>           <C>                <C> <C>           <C>
      1                 10 years        6                  5 years       11                  5 years
      2                  9 years        7                  4 years       12                  4 years
      3                  8 years        8                  3 years       13                  3 years
      4                  7 years        9                  2 years       14                  2 years
      5                  6 years       10             1 year             15             1 year
</TABLE>

Allocations to the FPAs are credited with interest rates that vary based on the
Account Period and when the allocation was made. Generally, the longer the
Account Period, the higher the interest rate. The interest rate on the FPAs will
be greater than zero, but it could be less than 1% and it could be less than the
interest rate applied to the FPA guaranteed minimum value (see the "Market Value
Adjustment (MVA)" discussion later in this section).

Generally, the initial interest rate is set on the date the first allocation is
made to an FPA and will remain in effect until the second Contract Anniversary
following the allocation. On that Contract Anniversary, the amount initially
allocated to the FPA (plus interest) is then credited with the interest rate
that we declare for all FPAs with the same Account Period and duration. This
interest rate remains in effect for that entire Contract Year. On every Contract
Anniversary we can set a new rate for the next Contract Year for all FPAs with
the same Account Period and duration. For FPAs with a one-year Account Period,
the interest rate is set at the start of the Account Period and is effective for
any amounts allocated to the FPAs during the Contract Year. The interest rate
for new allocations to an FPA may be different from the interest rate declared
for amounts already in the FPAs. For example, new transfers to an FPA later in
the third Contract Year may receive a different interest rate than the rate
applied to amounts that were allocated to an FPA earlier in that Contract Year.

Any withdrawal or transfer (whether through your request or through the GPV or
GAV Transfers we make to maintain the Living Guarantees) from an FPA may be
subject to a Market Value Adjustment. Any MVA we make, whether it is upon
partial withdrawal/transfer or complete withdrawal/transfer, is also subject to
a minimum and a maximum.

PARTIAL WITHDRAWALS DURING THE ACCUMULATION PHASE: We will first take any
partial withdrawal proportionately from the Investment Options. If the Contract
Value in the Investment Options is less than the partial withdrawal you request,
the remaining amount will come from the FPAs on a first-in, first-out (FIFO)
basis. That is, a partial withdrawal from the FPAs will reduce the Contract
Value in the oldest FPA, then the next oldest, and so on. If your Contract
includes the Living Guarantees and you take a partial withdrawal that eliminates
your Contract Value in the Investment Options, your Contract Value will remain
in the FPAs until such time as the mathematical model that supports the Living
Guarantees initiates a GAV Transfer from the FPAs to the Investment Options.

IF YOUR CONTRACT INCLUDES THE LIVING GUARANTEES: Your ability to make transfers
from the FPAs is subject to the GPV or GAV Fixed Account Minimum. You can
request a transfer from the FPAs that would reduce the Fixed Account Value in
the FPAs below this minimum by resetting the GPV or GAV Benefit (see "The GPV
and GAV Fixed Account Minimums" and "Resetting the GPV and GAV Benefits"
discussions in section 6, Guaranteed Values Under the Living Guarantees).

IF YOUR CONTRACT DOES NOT INCLUDE THE LIVING GUARANTEES: If you request a
partial transfer or partial withdrawal from the FPAs and the amount you request
to receive is greater than the Fixed Account Value in the FPAs after adjustment
for any applicable MVA, we will treat your request as a request for a complete
transfer or full withdrawal from the FPAs. Additionally, we will treat any
request for a partial withdrawal from the FPAs that would reduce the Fixed
Account Value in the FPAs below $1,000 as a request for a full withdrawal from
the FPAs.

FOR CONTRACTS ISSUED IN MINNESOTA: We hold amounts allocated to the FPAs in a
nonunitized separate account that we established under Minnesota insurance law.
This separate account provides an additional measure of assurance that we will
make full payment of amounts due under the FPAs. State insurance law prohibits
us from charging this separate account with the liabilities of any other
separate account or of our general business. We own the assets of


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       29

this separate account as well as any favorable investment performance of those
assets. You do not participate in the performance of the assets held in this
separate account. We guarantee all benefits relating to your value in the FPAs.
This guarantee is based on the continued claims paying ability of Allianz Life.

FOR CONTRACTS ISSUED IN ALABAMA, PENNSYLVANIA, UTAH AND WASHINGTON: The FPAs are
not directly available to you and they are not subject to a Market Value
Adjustment. The FPAs are only available to receive GPV or GAV Transfers that we
make during the Accumulation Phase if your Contract includes the Living
Guarantees. You cannot allocate Purchase Payments to the FPAs and you cannot
transfer Contract Value to or from the FPAs. You also cannot request withdrawals
directly from the FPAs. If your Contract includes Living Guarantees and you
request a partial withdrawal, we will take the partial withdrawal
proportionately from the Investment Options. If the amount in the Investment
Options is less than the partial withdrawal you request, the remaining amount
will come from the FPAs on a FIFO basis.

MARKET VALUE ADJUSTMENT (MVA)
An MVA is an adjustment we make for transfers or withdrawals from an FPA that
occur at any time other than 30 days before the end of an Account Period. There
will be no MVA for transfers or withdrawals that occur within 30 days before the
end of the Account Period. The end of the Account Period will first occur on
your tenth Contract Anniversary and then on every fifth Contract Anniversary
after that (for example, the 15th Contract Anniversary, the 20th Contract
Anniversary, etc.). You will receive a notice mailed at least 30 days in advance
of the period in which we will not apply an MVA. We will allocate any amounts
(including the GPV or GAV Fixed Account Minimum, if applicable) for which we
have not received instructions at the end of the Account Period to another FPA
with a five-year Account Period.

We also will not apply MVAs to amounts withdrawn for withdrawal charges, the
contract maintenance charge, death claims, or for amounts you receive if you
return the Contract under the free look/right to examine provision. We determine
any withdrawal charges based on market value adjusted withdrawals.

Upon a transfer or withdrawal of Contract Value from the FPAs we will apply the
MVA to the amount of the withdrawal or transfer. At the time of transfer or
withdrawal, the MVA formula compares the interest rate that applies to the FPA
from which amounts are being removed to the current interest rate offered on new
allocations to an FPA of the same Account Period. An MVA can be either positive
or negative depending on the interest rate currently offered on an FPA as shown
in the following table. Any MVA we make, whether it is upon partial
withdrawal/transfer or complete withdrawal/transfer, is also subject to a
minimum and a maximum.

<TABLE>
<CAPTION>
       IF THE INTEREST RATE ON THE FPA FROM WHICH AMOUNTS ARE BEING REMOVED IS{ellipsis}        THEN THE MVA IS{ellipsis}
<S>                                                                                             <C>
Less than the current interest rate for new allocations to an FPA of the same Account Period            negative
Equal to the current interest rate for new allocations to an FPA of the same Account Period               zero
Greater than the current interest rate for new allocations to an FPA of the same Account Period         positive
</TABLE>

The MVA formula is [(1+I) / (1+J)][N] where:
I =  Current interest rate earned in the FPA from which amounts are being
     transferred or withdrawn.
J =  Current interest rate for new allocations to an FPA with an Account Period
     equal to the remaining term (rounded up) in the current Account Period.
N =  Number of days from the date of transfer/withdrawal from the FPA to the
     next Contract Anniversary divided by 365, plus the number of whole years
     remaining in the Account Period.

The MVA is also subject to a minimum and a maximum. The minimum and maximum
apply upon partial withdrawal/transfer or complete withdrawal/transfer.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       30

The MVA minimum is equal to the greater of (a) or (b), with the result then
divided by (c), where:
  (a)= The FPA guaranteed minimum value.
  (b)= All allocations to the FPAs less previous partial withdrawals (including
       any withdrawal charges) and transfers from the FPAs.
  (c)= The Fixed Account Value.

The MVA maximum is equal to (a) divided by the greater of (b) or (c), where:
  (a)= The Fixed Account Value.
  (b)= The FPA guaranteed minimum value.
  (c)= All allocations to the FPAs less previous partial withdrawals (including
       any withdrawal charges) and transfers from the FPAs.

THE FPA GUARANTEED MINIMUM VALUE IS EQUAL TO:
o 87.5% of all allocations to the FPAs, less all partial withdrawals
  (including any withdrawal charges) and transfers from the FPAs, accumulated at
  the FPA guaranteed minimum value interest rate (which is also the state
  nonforfeiture rate) specified in the Contract (which is currently 1%-3%
  depending on your state).

PLUS
o Upon a full withdrawal, the amount of the withdrawal charge that we
  assign to the FPAs. We base this amount on the percentage of Contract Value in
  the FPAs (for example, if 25% of the Contract Value is in the FPAs, then upon
  a full withdrawal we would assign 25% of any withdrawal charge to the FPAs).

All previous partial withdrawals and transfers in this calculation of the FPA
guaranteed minimum value do not reflect any MVA.

MVA EXAMPLES

The following examples show the effect of the MVA on a Contract.
o You purchased a May 2007 Contract with an initial Purchase Payment of
  $100,000 on January 1. You did not select the Living Guarantees. The FPA
  guaranteed minimum value interest rate is 3%.
o You allocate $10,000 to an FPA with a ten-year Account Period and an
  interest rate of 6%.
o You make no additional Purchase Payments.
o On July 1 of your sixth Contract Year, your Fixed Account Value in the
  FPA is $13,774.58. The sixth Contract Year is not a leap year.
o The withdrawal charge period for your initial Purchase Payment has
  expired by the sixth Contract Year, so there will be no withdrawal charge on
  amounts withdrawn from the Contract during the sixth Contract Year.

  The FPA guaranteed minimum value on July 1 of the sixth Contract Year
     is equal to:
     87.5% of all allocations to the FPAs less partial withdrawals and
       transfers accumulated at the FPA guaranteed minimum value interest
       rate for 5 years and 181 days =
((87.5% x $10,000) - $0) x 1.03[((181/365) + 5)] = ...............$10,293.43
  The MVA minimum on July 1 of the sixth Contract Year is equal to:
     The greater of (a) the FPA guaranteed minimum value, or (b) all
       allocations to the FPAs less partial withdrawals and transfers,
       divided by (c) the Fixed Account Value = $10,293.43 / $13,774.58 =
       0.747277
  The MVA maximum on July 1 of the sixth Contract Year is equal to:
     (a) The Fixed Account Value divided by the greater of (b) the FPA
       guaranteed minimum value, or (c) all allocations to the FPAs less
       partial withdrawals and transfers = $13,774.58 / $10,293.43 =
       1.338191


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       31

EXAMPLE OF A POSITIVE MVA ON FULL WITHDRAWAL FROM THE FIXED PERIOD ACCOUNT ON
JULY 1 OF THE SIXTH CONTRACT YEAR:
Assume that the current interest rate for an FPA with a five-year Account Period
is 5%.

The MVA on July 1 of the sixth Contract Year is: [1.06 / 1.05][((184/365) + 4)]
= 1.043618.

Because the MVA is less than the MVA maximum (1.338191), we will use the MVA to
calculate the amount you will receive after we withdraw all of the Fixed Account
Value from the FPA which is $13,774.58 x 1.043618 = $14,375.40. In other words,
the amount we would withdraw from the FPA is $13,774.58, and the amount you
would receive after application of the MVA is $14,375.40.

EXAMPLE OF A NEGATIVE MVA ON A PARTIAL WITHDRAWAL OR TRANSFER FROM A FIXED
PERIOD ACCOUNT ON JULY 1 OF THE SIXTH CONTRACT YEAR:
Assume that the current interest rate for an FPA with a five-year Account Period
is 7%. You request that we withdraw $4,000 from the FPA and send you a check.

The MVA on July 1 of the sixth Contract Year is: [1.06 / 1.07][((184/365) + 4)
]= 0.958589.

Because the MVA is more than the MVA minimum (0.747277), we will use the MVA to
calculate the amount we will withdraw from the FPA in order to send you a check
for $4,000 after we apply the MVA. The amount we would withdraw from the FPA is:
$4,000 / 0.958589 = $4,172.80. In other words, we would withdraw $4,172.80 from
the FPA, and you would receive $4,000 after application of the MVA.

If you had instead requested we transfer $4,000 from the FPA to the Investment
Option(s), we would apply the MVA to the amount transferred, instead of applying
the MVA to the Fixed Account Value in the FPA. The amount we would transfer into
the Investment Options is: $4,000 x 0.958589 = $3,834.36. In other words, we
would transfer $4,000 out of the FPA, and we would transfer $3,834.36 into your
selected Investment Option(s).

NOTE REGARDING APPLICATION OF MVAS TO GAV AND GPV TRANSFERS: We will not apply
MVAs to GAV or GPV Transfers out of the FPAs initiated by us, effective for all
Contracts issued on or after December 1, 2006 or such later date as this change
is approved in your state. For Contracts issued before this date, you can opt
out of having MVAs applied to GAV or GPV Transfers from the FPAs. An opt out
will be effective as of the Business Day we receive your request in good order
at our Service Center.

6. GUARANTEED VALUES UNDER THE LIVING GUARANTEES
Your Separate Account Value will increase or decrease depending on the
performance of the underlying Investment Options you selected. Depending on
market conditions, you can gain or lose value in the Investment Options,
including your principal. However, for Contracts with the Living Guarantees, the
GPV and GAV Benefits are intended to provide a level of protection for the
principal you invested five or more years ago and, if you select the GAV
Benefit, to lock in any investment gains from five or more Contract
Anniversaries ago.

The Living Guarantees were only available at Contract issue. THE LIVING
GUARANTEES CANNOT BE ADDED OR CHANGED FOR AN EXISTING CONTRACT AFTER IT IS
ISSUED, OR REMOVED FROM YOUR CONTRACT. The Living Guarantees provide a long term
GPV or GAV Benefit during the Accumulation Phase. Under the GPV Benefit, the
guarantee is based on Purchase Payments we have had for at least five years.
Under the GAV Benefit, the guarantee is based on the highest Contract Value that
occurred five or more Contract Anniversaries ago. There are no additional fees
or charges for selecting the Living Guarantees with the GPV Benefit. However,
there is an additional M&E charge for selecting the guarantees provided by the
GAV Benefit. To maintain these guarantees, we will periodically transfer amounts
between your selected Investment Options and the FPAs according to a
mathematical model (see the "GPV and GAV Transfers" discussion later in this
section).

The GPV and GAV Benefits guarantee that, beginning on your fifth Contract
Anniversary (and on each subsequent Contract Anniversary until the Income Date
that you take a Full Annuitization or Contract termination) your Contract Value
will at least equal the GPV or GAV established five years ago, less all GPV or
GAV adjusted partial withdrawals taken in the last five years. If your Contract
Value is less than this guaranteed amount on the fifth and each subsequent
Contract Anniversary, we will make a payment to your Contract equal to that
difference.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       32

YOU DO NOT HAVE ANY PROTECTION UNDER THE GPV OR GAV BENEFITS UNLESS YOU HOLD THE
CONTRACT FOR AT LEAST FIVE YEARS. YOUR PURCHASE PAYMENTS ARE NOT PROTECTED UNDER
THE GPV OR GAV BENEFITS UNTIL WE HAVE HAD THEM FOR AT LEAST FIVE YEARS.

Assuming no partial withdrawals, the GPV and GAV Benefits have the effect of
guaranteeing that, beginning with your fifth Contract Anniversary (and on each
subsequent anniversary until the Income Date that you take a Full Annuitization
or Contract termination), your Contract Value will be at least equal to the
initial GPV or GAV, or the GPV or GAV from any Contract Anniversary that
occurred at least five years ago. This type of guarantee is sometimes referred
to as a "high water mark." For example, assuming no withdrawals, on your 12th
Contract Anniversary, the GPV and GAV Benefits guarantee your Contract Value
will be at least the highest GPV or GAV established on the Issue Date, or on any
Contract Anniversary, up to and including the seventh Contract Anniversary: that
is, the "high water mark" from that period. HOWEVER, THE GPV AND GAV BENEFITS DO
NOT PROVIDE ANY PROTECTION UNTIL THE FIFTH CONTRACT ANNIVERSARY. IN ADDITION,
THE GPV AND GAV DO NOT LOCK IN ANY GAINS UNTIL FIVE YEARS AFTER THEY OCCUR, AND
THE GPV AND GAV DO NOT AUTOMATICALLY LOCK IN ANY GAINS THAT OCCUR BETWEEN
ANNIVERSARIES.

As noted above, if on a Contract Anniversary, your Contract Value is less than
the GPV or GAV established five years ago, we will pay into your Contract an
amount equal to that difference. We will allocate this amount to your Investment
Options in proportion to the amount of Separate Account Value in each of the
Investment Options on the date of allocation. We refer to the application of
this payment as a "True Up." Because the True Ups increase your Contract Value,
they will also increase the total dollar amount (but not the percentage) of the
M&E charge you pay.

AN ADDITIONAL PURCHASE PAYMENT WILL IMMEDIATELY INCREASE YOUR CONTRACT VALUE,
BUT DOES NOT BECOME PART OF THE VALUE GUARANTEED BY THE GPV AND GAV BENEFITS
UNTIL IT IS AT LEAST FIVE YEARS OLD. THEREFORE, A LARGE ADDITIONAL PURCHASE
PAYMENT MAY DIMINISH THE ADVANTAGE OF THE GPV AND GAV BENEFITS BY DECREASING THE
LIKELIHOOD THAT YOU WOULD RECEIVE A TRUE UP TO YOUR CONTRACT. For example, if on
the fifth Contract Anniversary your Contract Value is less than the GPV or GAV
from five years ago, then we True Up your Contract Value to equal that GPV or
GAV. If, however, you made a large additional Purchase Payment in the fourth
Contract Year that increases your Contract Value on the fifth Contract
Anniversary so that it is greater than the GPV or GAV from five years ago, then
we would not make a True Up to your Contract. This example assumes you take no
partial withdrawals. Any withdrawals you take may reduce the GPV or GAV by an
amount greater than the withdrawal itself. IF THE CONTRACT VALUE AT THE TIME OF
WITHDRAWAL IS GREATER THAN THE GPV/GAV, THE GPV/GAV WILL BE REDUCED BY THE
DOLLAR AMOUNT OF THE WITHDRAWAL. IF THE CONTRACT VALUE AT THE TIME OF WITHDRAWAL
IS LESS THAN THE GPV/GAV, THE GPV/GAV WILL BE REDUCED BY MORE THAN THE
WITHDRAWAL AMOUNT.

NOTE:  YOU WILL BE REQUIRED TO TAKE A FULL ANNUITIZATION OF YOUR CONTRACT ON OR
BEFORE THE MAXIMUM PERMITTED INCOME DATE. (For more information see section 2,
The Annuity Phase.) Upon such a Full Annuitization the FPAs will no longer be
available to you and you will no longer receive any True Ups under the Living
Guarantees.

CALCULATING THE GPV AND GAV
The initial GPV or GAV is equal to all Purchase Payments received during the
first 90 days of your Contract less any GPV or GAV adjusted partial withdrawals
taken during this period. Adjusted partial withdrawals include withdrawals and
any amounts applied to Partial Annuitizations. Additional Purchase Payments will
increase the GPV and GAV on a dollar for dollar basis, but partial withdrawals
and Partial Annuitizations will decrease the GPV and GAV proportionately. We
also recalculate the GVP or GAV on every Contract Anniversary as follows.

GPV BENEFIT: On the first Contract Anniversary, the GPV is equal to the initial
GPV plus any additional Purchase Payments received during the remainder of the
first Contract Year and minus any GPV adjusted partial withdrawals taken during
the remainder of the first Contract Year. On the second and any subsequent
Contract Anniversaries, the GPV is equal to the GPV from the previous Contract
Anniversary plus any additional Purchase Payments received in the previous
Contract Year and minus any GPV adjusted partial withdrawals you made in the
previous Contract Year.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       33

GAV BENEFIT: On the first Contract Anniversary, the GAV is equal to the greater
of A or B, where:
  A   =The initial GAV, plus any additional Purchase Payments received during
       the remainder of the first Contract Year and minus any GAV adjusted
       partial withdrawals taken during the remainder of the first Contract
       Year.
  B   =Your Contract Value on the first Contract Anniversary.

On the second and any subsequent Contract Anniversaries, the GAV is equal to the
greater of C or D, where:
  C   =The GAV from the previous Contract Anniversary plus any additional
       Purchase Payments received in the previous Contract Year and minus any
       GAV adjusted partial withdrawals taken in the previous Contract Year.
  D   =Your Contract Value on that Contract Anniversary.
For each withdrawal or Partial Annuitization taken before the second Contract
Anniversary, a GPV or GAV adjusted partial withdrawal is equal to: A X B

For each withdrawal or Partial Annuitization taken on or after the second
Contract Anniversary, a GVP or GAV adjusted partial withdrawal is equal to: C +
( D X B)

  (A) =The amount of Contract Value (before any MVA) applied to a Partial
       Annuitization or withdrawn (including any applicable withdrawal charge).
  (B) =The greater of one, or the ratio of (e) divided by (f) where:
       (e)=The GPV or GAV on the day of (but before) the Partial Annuitization
       or partial withdrawal.
       (f)=The Contract Value on the day of (but before) the Partial
           Annuitization or partial withdrawal, adjusted for any applicable MVA.
  (C) =The amount of the partial withdrawal (before any MVA) that, together with
       any other previous partial withdrawals (before any MVA) taken during the
       Contract Year does not exceed 10% of total Purchase Payments received
       (the partial withdrawal privilege). However, if you take a Partial
       Annuitization, the entire amount of any Contract Value (before any MVA)
       applied to the Partial Annuitization will be included in part (d) of this
       formula.
  (D) =The remaining amount of the partial withdrawal including any applicable
       withdrawal charge, but before any MVA.

GAV EXAMPLE
o You purchased a May 2007 Contract and selected the Living Guarantees
  with the GAV Benefit. You made only one initial Purchase Payment of $100,000.
  You make no additional Purchase Payments. Therefore, the calculations of the
  GAV that follows will not include reference to additional Purchase Payments.
o You take no partial withdrawals or Partial Annuitizations. Therefore,
  the calculations of the GAV that follows will only take into account the
  previous GAV and the current Contract Value on the Contract Anniversary. For
  information on how these calculation would be effected by a partial
  withdrawal, please see Appendix C.
o The Contract Value on the first Contract Anniversary is $120,000; on the
  second Contract Anniversary it is $115,000; on the third Contract Anniversary
  it is $119,000; and on the fourth Contract Anniversary it is $121,000.

  The initial GAV...........................................................
     $100,000

  The GAV on the first Contract Anniversary equals the greater of:  (A)
     the initial GAV, which is the initial Purchase Payment of $100,000;
     or (B) the Contract Value on the first Contract Anniversary, which
     is $120,000  $120,000

  The GAV on the second Contract Anniversary equals the greater of:  (C)
     the GAV from the first Contract Anniversary ($120,000); or (D) the
     Contract Value on the second Contract Anniversary, which is $115,000
     $120,000

  The GAV on the third Contract Anniversary equals the greater of:  (C)
     the GAV from the second Contract Anniversary ($120,000); or (D) the
     Contract Value on the third Contract Anniversary, which is $119,000
     $120,000

  The GAV on the fourth Contract Anniversary equals the greater of:  (C)
     the GAV from the third Contract Anniversary ($120,000); or (D) the
     Contract Value on the third Contract Anniversary, which is $121,000
     $121,000


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       34

APPLYING THE GAV BENEFIT
o On the fifth Contract Anniversary the Contract Value is $105,000. The
  initial GAV established five years ago is $100,000. The fifth anniversary
  Contract Value is greater than the initial GAV, so there is no True Up on the
  fifth Contract Anniversary.
o On the sixth Contract Anniversary the Contract Value is $108,000. The
  GAV established five years ago on the first Contract Anniversary is $120,000.
  The sixth anniversary Contract Value is less than the GAV from the first
  Contract Anniversary, so we will True Up the Contract Value to equal this
  amount by applying $12,000 to the Investment Options on the sixth Contract
  Anniversary.
o On the seventh Contract Anniversary the Contract Value is $122,000. The
  GAV from five years ago (the second Contract Anniversary) is $120,000. The
  seventh anniversary Contract Value is greater than the GAV established five
  years ago on the second Contract Anniversary so there is no True Up on the
  seventh Contract Anniversary.

Application of the GAV Benefit in tabular form:

<TABLE>
<CAPTION>
            CONTRACT VALUE   GAV     CONTRACT VALUE GUARANTEED UNDER THE GAV BENEFIT (DOES   AMOUNT OF GAV TRUE UP (DOES  CONTRACT
                                         NOT APPLY UNTIL THE 5TH CONTRACT ANNIVERSARY)         NOT APPLY UNTIL THE 5TH      VALUE
                                                                                                CONTRACT ANNIVERSARY)     AFTER ANY
                                                                                                                          GAV TRUE
                                                                                                                             UP
<S>         <C>            <C>      <C>                                                     <C>                           <C>
Issue          $100,000    $100,000                            -                                          -               $100,000
1st            $120,000    $120,000                            -                                          -               $120,000
Contract
Anniversary
2nd            $115,000    $120,000                            -                                          -               $115,000
Contract
Anniversary
3rd            $119,000    $120,000                            -                                          -               $119,000
Contract
Anniversary
4th            $121,000    $121,000                            -                                          -               $121,000
Contract
Anniversary
5th            $105,000    $121,000                        $100,000                                     None              $105,000
Contract
Anniversary
6th            $108,000    $121,000                        $120,000                                    $12,000            $120,000
Contract
Anniversary
7th            $122,000    $122,000                        $120,000                                     None              $122,000
Contract
Anniversary
</TABLE>

GPV AND GAV TRANSFERS
To make the GPV and GAV Benefits available, we monitor your Contract daily as it
relates to the GPV or GAV and periodically transfer amounts between your
selected Investment Options and the FPAs (GPV Transfers or GAV Transfers). You
will still have complete discretion over the selection of and allocation to the
Investment Options for any portion of your Contract Value that is not required
to be in the FPAs. Selecting Investment Options that have a higher volatility is
likely to result in changes to Contract Value that, if negative, will, in turn,
increase the amount and/or frequency of GPV or GAV Transfers to the FPAs.

We will transfer amounts between the Investment Options and the FPAs according
to a mathematical model. This mathematical model will not change during the life
of your Contract. We will transfer amounts to the FPAs proportionately from all
of your selected Investment Options. GPV or GAV Transfers from the FPAs to the
Investment Options will be allocated according to your most recent allocation
instructions. During the first two Contract Years, the Fixed Account Value
immediately after any GPV or GAV Transfer to the FPAs is limited to 50% of total
Purchase Payments received, but we may transfer more than 50% of your total
Purchase Payments to the FPAs beginning on the second Contract Anniversary. GPV
and GAV Transfers are not subject to any transfer fee and do not count against
any free transfers we allow.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       35

The mathematical model we use to determine GPV and GAV Transfers includes a
number of interrelated factors. The following table sets forth the most
influential of these factors and indicates how each one by itself could trigger
a GPV or GAV Transfer.

<TABLE>
<CAPTION>
               CHANGE IN ONE FACTOR, ASSUMING ALL OTHER FACTORS REMAIN CONSTANT
<S>                                                        <C>
FACTOR                                                     DIRECTION OF THE GPV OR GAV TRANSFER
Contract Value increases                                   To the Investment Options
GPV or GAV increases                                       To the FPAS
Credited interest rate on the FPAs increases               To the Investment Options
Time until application of the GPV or GAV Benefit decreases To the FPAS
</TABLE>

The amount of the GPV or GAV Transfer will vary depending on the magnitude and
direction of the change in these factors and their impact on your Contract
Value. Most importantly, GPV or GAV Transfers out of the Investment Options into
the FPAs occur as the Contract Value falls relative to the GPV or GAV, as
applicable. GPV and GAV Transfers to the FPAs generally first occur when the
Contract Value drops below the most recently established GPV or GAV by an amount
that typically ranges between 1% to 4%. If the Contract Value continues to fall,
more GPV or GAV Transfers to the FPAs will occur. THE AMOUNT OF THE FIRST GPV OR
GAV TRANSFER TO THE FPAS WILL TYPICALLY BE SIGNIFICANT, and will involve a
transfer to the FPAs of an amount that ranges between 39% and 44% of your
Contract Value. Subsequent transfer amounts to the FPAs typically range between
6% and 10% of your Contract Value. Concentrating Contract Value in Investment
Options with higher volatility is likely to result in greater changes in
Contract Value relative to the GPV or GAV. If those changes are negative, they
will, in turn, result in higher amounts of and/or more frequent GPV or GAV
Transfers to the FPAs. In addition, as the time remaining until application of
the GPV or GAV True Up shortens, the frequency and amount of GPV or GAV
Transfers to the FPAs will increase, particularly in poorly performing markets.

Transactions you make may also affect the number of GPV or GAV Transfers
including:
o additional Purchase Payments,
o partial withdrawals, and
o Partial Annuitizations.

Additional Purchase Payments, withdrawals and Partial Annuitizations will change
the Contract Value relative to the GPV or GAV, and may result in additional GPV
or GAV Transfers.

When a GPV or GAV Transfer occurs, we allocate the transferred Contract Value to
the available FPA. In general the Contract Value allocated to the FPA will
remain in the FPA until the performance of your Investment Options recovers
sufficiently to support the guarantees provided by the GPV or GAV Benefits. It
can be expected that, in some instances, Contract Value will transfer out of the
FPAs more slowly than it was transferred in, particularly as the time until the
application of the GPV or GAV True Up shortens. As this time shortens:
o GPV or GAV Transfers to the FPAs become more likely, and
o Contract Value relative to the GPV or GAV must increase in order for GAV
  Transfers from the FPAs to occur.

After the second Contract Anniversary, it is possible that substantially all of
your Contract Value (for example, more than 95%) will be in the FPAs, especially
approaching a Contract Anniversary when we may need to True Up your Contract
Value to equal the GPV or GAV. This can be true even if your Contract Value
exceeds the GPV or GAV.

THE DAILY REBALANCING FORMULA UNDER THE MATHEMATICAL MODEL: As noted above, to
limit our exposure under the GPV or GAV Benefit, we transfer Contract Value from
the Investment Options to the FPAs, to the extent called for by a mathematical
model that will not change during the life of your Contract. We do this in order
to minimize the need to provide a True Up (for example, we will pay into your
Contract an amount by which the Contract Value falls short of the GPV or GAV as
of the Contract Anniversary date when that GPV or GAV becomes available), or to
reduce the amount of any True Up that is required. (Generally, amounts allocated
to the Investment Options have a greater potential for gain or loss than amounts
allocated to the FPAs.) We will determine a GPV or GAV for each Contract
Anniversary and we may need to provide a True Up to any GPV or GAV five or more
Contract Years after it was established. When a True Up becomes more likely,
including when your Contract Value is less than any GPV or GAV, the mathematical
model will tend to allocate more Contract Value to the FPAs. If, on the other
hand, the Contract Value is much higher than each of these GPVs or GAVs, then a
True Up may not be necessary, and therefore, the mathematical model will tend to
allocate more Contract Value to the Investment Options.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       36

Each Business Day the mathematical model computes a "target allocation," which
is the portion of the Contract Value that is to be allocated to the Investment
Options.

The target allocation depends on several factors - the Owner's current Contract
Value as compared to the Owner's GPV or GAV, the time until the GPV or GAV
becomes available, and the rate credited to the FPAs. However, as time passes,
these factors change. Therefore, the target allocation changes from one Business
Day to the next.

The mathematical model could theoretically call for a daily reallocation of
Contract Value so that the Owner's actual allocation between the Investment
Options and FPAs always equals that Owner's target allocation. However, to avoid
the constant reallocations that this approach would require, the model calls for
a rebalancing only when the target allocation differs sufficiently from a
"baseline allocation," which is the target allocation determined at issue or
upon the most recent GPV or GAV Transfer.

In other words, at issue, the target and baseline allocations are the same; on
each Business Day going forward the target allocation will change with the
Contract's changing characteristics, while the baseline allocation will not
change until the first GPV or GAV Transfer. When the target allocation to the
Investment Options differs from the baseline allocation to the Investment
Options by more than a specified margin, a GPV or GAV Transfer takes place that
makes the Owner's actual allocation equal to the target allocation, and the
mathematical model establishes a new baseline allocation to the Investment
Options equal to the target allocation at the time of the transfer for use in
future comparisons.

In practice, we find that for a newly-issued Contract, no GPV or GAV Transfer to
the FPAs will occur until the target allocation to the Investment Options has
fallen to about 60% of Contract Value. Therefore, the initial GPV or GAV
Transfer will transfer enough Contract Value so that approximately 40% of the
Contract Value will be in the FPAs after the GPV or GAV Transfer.

Once the first GAV Transfer has occurred, if the target allocation to the
Investment Options rises above the baseline allocation by more than the
specified margin, a GPV or GAV Transfer will transfer Contract Value from the
FPAs to the Investment Options. If the target allocation to the Investment
Options falls below the baseline allocation by more than the specified margin,
the GPV or GAV Transfer will transfer Contract Value from the Investment Options
to the FPAs. As with the initial GPV or GAV Transfer, a subsequent GPV or GAV
Transfer results in the establishment of a new baseline allocation equal to the
target allocation at the time of the transfer for use in future comparisons. In
practice, we find that GPV or GAV Transfers after the first typically range
between 6% and 10% of the Contract Value.

The specified margin is set on the Issue Date and cannot be changed for the life
of a Contract.

See the SAI for more detail regarding the workings of the mathematical model,
including the formula used to compute the target allocation on a daily basis.

WE WILL TRANSFER CONTRACT VALUE FROM THE INVESTMENT OPTIONS TO THE FPAS, AND
FROM THE FPAS TO THE INVESTMENT OPTIONS, ACCORDING TO THE MATHEMATICAL MODEL IN
ORDER TO SUPPORT THE LIVING GUARANTEES. YOU SHOULD VIEW THE GPV AND GAV BENEFITS
AS A WAY TO PERMIT YOU TO INVEST IN THE INVESTMENT OPTIONS TO THE EXTENT
PERMITTED BY THE MATHEMATICAL MODEL, WHILE STILL HAVING YOUR PRINCIPAL (AND SOME
OF YOUR INVESTMENT GAINS) PROTECTED TO THE EXTENT PROVIDED BY THE GPV OR GAV
BENEFITS. YOU SHOULD NOT VIEW THE GPV AND GAV BENEFITS AS A "MARKET TIMING" OR
OTHER TYPE OF INVESTMENT PROGRAM DESIGNED TO ENHANCE YOUR EARNINGS UNDER THE
CONTRACT. IF WE MAKE TRANSFERS FROM YOUR CHOSEN INVESTMENT OPTIONS TO THE FPAS
DURING A MARKET DOWNTURN, LESS (OR POTENTIALLY NONE) OF YOUR CONTRACT VALUE WILL
BE AVAILABLE TO PARTICIPATE IN ANY UPSIDE POTENTIAL OF THE INVESTMENT OPTIONS IF
THERE IS A SUBSEQUENT RECOVERY. THIS MEANS THAT IF MOST OR ALL OF YOUR CONTRACT
VALUE IS ALLOCATED TO THE FPAS, A SUBSEQUENT MARKET RECOVERY WILL BENEFIT ONLY
THAT PORTION, IF ANY, OF YOUR CONTRACT VALUE WHICH REMAINS IN THE INVESTMENT
OPTIONS. IF A RECOVERY IS SUSTAINED ENOUGH TO RESULT IN AMOUNTS BEING
TRANSFERRED BACK FROM THE FPAS INTO YOUR SELECTED INVESTMENT OPTIONS,
PROGRESSIVELY MORE OF YOUR CONTRACT VALUE MAY BE ABLE TO PARTICIPATE IN THE
RECOVERY, BUT THE CONTRACT VALUE AS A WHOLE WILL ALWAYS RECOVER MORE SLOWLY THAN
HAD IT BEEN MORE FULLY ALLOCATED TO THE INVESTMENT OPTIONS. THIS MAY POTENTIALLY
PROVIDE LESS CONTRACT VALUE TO YOU THAN IF YOUR CONTRACT DID NOT INCLUDE THE
LIVING GUARANTEES.

THE GPV AND GAV FIXED ACCOUNT MINIMUMS
The GPV and GAV Fixed Account Minimums are the amount we require to be kept in
the FPAs to maintain the guarantee protection provided by the GPV or GAV
Benefits. You can transfer amounts into or out of the FPAs subject to the GPV or
GAV Fixed Account Minimums. You can only make a transfer from the FPAs that
would reduce the amount in the FPAs below these minimums by resetting the GPV or
GAV Benefits. If you allocate or transfer amounts to the


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       37

FPAs, the amounts we need to transfer to the FPAs in order to maintain the
guarantee provided by the GPV and GAV Benefits will be less. If you transfer
amounts out of the FPAs (subject to the GPV and GAV Fixed Account Minimums), the
amounts we need to transfer to the FPAs in order to maintain the guarantee
provided by the GPV and GAV Benefits will be greater.

RESETTING THE GPV AND GAV BENEFITS
FOR CONTRACTS ISSUED IN ALABAMA, PENNSYLVANIA, UTAH AND WASHINGTON: The reset
feature is not available.

You may reset the operation of the GPV or GAV Benefits at any time, as long as
the reset date is at least 90 days from any earlier reset date and the reset
provision is available in your state. Upon a reset, we will transfer 100% of
your Contract Value to the Investment Choices on the reset date according to
your most recent allocation instructions unless you instruct us otherwise. If
you reset the operation of the GPV or GAV Benefits, the first Contract
Anniversary on which your Contract Value will be guaranteed under the GPV and
GAV Benefits will be the Contract Anniversary occurring five years after the
Contract Anniversary that occurs on or after the reset date. This means that we
will not make a True Up to the Contract any time between the reset date and the
sixth Contract Anniversary after the reset date (or the fifth Contract
Anniversary if you reset on a Contract Anniversary). The GPV or GAV on the reset
date is the greater of:
o the last GPV or GAV calculated before the reset date, plus any
  additional Purchase Payments received on or after the last GPV/GAV
  calculation, and minus any GPV/GAV adjusted partial withdrawals taken on or
  after that calculation, or
o your Contract Value.

If your Contract Value on the reset date is less than the GPV or GAV at that
time, the GPV or GAV Transfers to the FPAs will occur more rapidly and at a
larger amount than those for a new Contract with Purchase Payments equal to the
Contract Value on the reset date. This occurs because the guarantee available to
you on the reset date is larger than the guarantees available for a new
Contract.

On the Contract Anniversary that occurs on or after the reset date, the GPV
under the GPV Benefit is equal to the:
o the GPV established on the reset date,
o plus any additional Purchase Payments received on or after the reset
  date, and
o minus any GPV adjusted partial withdrawals taken on or after the reset
  date.

On the Contract Anniversary that occurs on or after the reset date, the new GAV
under the GAV Benefit is equal to the greater of:
o the GAV established on the reset date, plus any additional Purchase
  Payments received on or after the reset date, and minus any GAV adjusted
  partial withdrawals taken on or after the reset date; or
o your Contract Value.

On each subsequent Contract Anniversary, the new GPV or GAV is calculated as
previously described (see the "Calculating the GPV and GAV" discussion that
appears earlier in this section).

OTHER INFORMATION ON THE GPV AND GAV BENEFITS
Once we pay a GPV or GAV True Up to your Contract Value as a result of the GPV
and GAV Benefits, the True Ups become part of your Contract Value and are
available for immediate withdrawal. Also, any True Ups will be allocated
proportionately to the Investment Options you chose, and will immediately begin
to participate in the investment performance of those Investment Options. For
tax purposes, your True Up will be treated as earnings under the Contract.
However, if your Contract Value at the time of a True Up is less than your net
Purchase Payments (total Purchase Payments received less any prior payments
withdrawn) then we may treat some or all of the True Up as a Purchase Payment
when applying the withdrawal charge if the entire Contract Value is then
withdrawn. This is no different than when the Contract Value is less than your
net Purchase Payments, but the Contract Value then experiences a gain
immediately before you take a complete withdrawal. We assess withdrawal charges
against Purchase Payments withdrawn in the manner described in section 7,
Expenses - Withdrawal Charge.

The GPV or GAV Benefits will terminate upon the earliest of the following.
o The Income Date that you take a Full Annuitization, INCLUDING A REQUIRED
  FULL ANNUITIZATION ON THE MAXIMUM PERMITTED INCOME DATE. For more information,
  see section 2, The Annuity Phase.
o Contract termination.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       38

EXAMPLE OF THE TREATMENT OF A TRUE UP UPON FULL WITHDRAWAL
Assume you purchased a May 2007 Contract and selected the Living Guarantees with
the GAV Benefit. You made only one initial Purchase Payment of $100,000. The
initial GAV that will be available on the fifth Contract Anniversary is
$100,000. On the fifth Contract Anniversary, if the Contract Value is $98,000,
the GAV Benefit would provide a True Up of $2,000. Assume on the fifth
anniversary that you request a full withdrawal of the entire Contract Value. For
purposes of calculating the withdrawal charge we would first withdraw Purchase
Payments that are beyond the withdrawal charge period, which would be the
initial $100,000 payment. We need not go any further in the calculation of the
withdrawal charge because you have now withdrawn the entire Withdrawal Charge
Basis. In this example, when we applied the True Up to your Contract it was
treated as earnings, however, for the purpose of calculating the withdrawal
charge it was treated as a Purchase Payment.

7. EXPENSES
There are charges and other expenses associated with the Contract that will
reduce your investment return. These charges and expenses are described in
detail in this section.


MORTALITY AND EXPENSE RISK (M&E) CHARGES
Each Business Day, during the Accumulation and Annuity Phases, we make a
deduction from your Separate Account assets for the mortality and expense risk
(M&E) charges. We do this as part of our calculation of the value of the
Accumulation and Annuity Units. The M&E charge is an annualized rate that is
realized on a daily basis as a percentage of the net asset value of an
Investment Option, and we use that net asset value to calculate the Accumulation
Unit value during the Accumulation Phase and the Annuity Unit value during the
Annuity Phase. WE ASSESS AN M&E CHARGE DURING THE ANNUITY PHASE ON ANY CONTRACT
VALUE YOU APPLY TO VARIABLE ANNUITY PAYMENTS; THERE IS NO M&E CHARGE DURING THE
ANNUITY PHASE ON ANY CONTRACT VALUE YOU APPLY TO FIXED ANNUITY PAYMENTS. The
amount of the M&E charge during the Accumulation Phase depends on the benefit
options that apply. During the Accumulation Phase, the M&E charges are as
follows:


<TABLE>
<CAPTION>
                                                                        M&E CHARGES
<S>                                                            <C>              <C>
                                                               TRADITIONAL GMDB ENHANCED GMDB
No Living Guarantees or Living Guarantees with the GPV Benefit            1.65%         1.85%
Living Guarantees with the GAV Benefit                                    1.75%         1.95%
</TABLE>

During the Annuity Phase, if you request variable Annuity Payments, the M&E
charge is equal, on an annual basis, to 1.65%. Because the Contract allows
Partial Annuitization, it is possible for one portion of the Contract to be in
the Accumulation Phase and other portions will be in the Annuity Phase at the
same time. It is also possible to have different M&E charges on different
portions of the Contract at the same time if you request a variable Partial
Annuitization.

These charges compensate us for all the insurance benefits provided by your
Contract, for example:
o our contractual obligation to make Annuity Payments,
o the death benefits, income benefits, withdrawal benefits and Living
  Guarantees under the Contract,
o certain expenses related to the Contract, and
o for assuming the risk (expense risk) that the current charges will be
  insufficient in the future to cover the cost of administering the Contract.

If the M&E charges are sufficient to cover such costs and risks, any excess will
be profit to us. We anticipate making such a profit, and using it to cover
distribution expenses as well as the cost of providing certain features under
the Contract.

CONTRACT MAINTENANCE CHARGE
We deduct $40 from the Contract annually as a contract maintenance charge during
the Accumulation and Annuity Phases. The charge is for the expenses associated
with the administration and maintenance of the Contract. We deduct this charge
on the last day of each Contract Year and we deduct it proportionately from the
Investment Options as set out in your Contract. If there is an insufficient
amount in the Investment Options, the charge is deducted first from the
Investment Options, and any remaining amount is deducted from the FPAs. During
the Annuity Phase, we will collect a portion of the charge out of each Annuity
Payment.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       39

During the Accumulation Phase, we will not deduct this charge if the Contract
Value is at least $75,000 at the time we are to deduct the charge. If you own
more than one Contract offered under this prospectus, we will determine the
total value of all your Contracts. If the total value of all Contracts
registered under the same social security number is at least $75,000, we will
not assess the contract maintenance charge. We also will waive this charge
during the Annuity Phase if the Contract Value on the Income Date is at least
$75,000. If you take a full withdrawal from your Contract (other than on a
Contract Anniversary), we will deduct the full contract maintenance charge.

If the Contract is owned by a non-individual (for example, a qualified plan or
trust), we will look to the Annuitant to determine if we will assess the charge.

In some states, we are not permitted to assess the contract maintenance charge
against the general account Investment Choices, during the Annuity Phase, or
both.


WITHDRAWAL CHARGE
You can take withdrawals from the portion of the Contract that is in the
Accumulation Phase. A withdrawal charge applies if all or part of the amount
withdrawn is from Purchase Payments we received within four complete years
before the withdrawal for the May 2007 Contract, or three complete years before
the withdrawal for the Original Contract. The withdrawal charge compensates us
for expenses associated with selling the Contract. We do not assess the
withdrawal charge on: amounts deducted to pay transfer fees or the contract
maintenance charge, Annuity Payments, death benefits, or amounts paid as part of
a required minimum distribution payment under our minimum distribution program.
(For more information, see section 9, Access to Your Money - The Minimum
Distribution Program and Required Minimum Distribution (RMD) Payments.)



The total amount under your Contract that is subject to a withdrawal charge is
the Withdrawal Charge Basis. The Withdrawal Charge Basis is equal to the total
Purchase Payments, less any Purchase Payments withdrawn (excluding any penalty-
free withdrawals), and less any withdrawal charges. WE DO NOT REDUCE THE
WITHDRAWAL CHARGE BASIS FOR ANY PENALTY-FREE WITHDRAWALS OR THE DEDUCTION OF
TRANSFER FEES OR THE CONTRACT MAINTENANCE CHARGE. THIS MEANS THAT IF YOU TAKE A
FULL WITHDRAWAL WHILE THE WITHDRAWAL CHARGE APPLIES, AND YOU HAVE TAKEN PENALTY-
FREE WITHDRAWALS, YOU MAY BE ASSESSED A WITHDRAWAL CHARGE ON MORE THAN THE
AMOUNT YOU ARE WITHDRAWING. Penalty-free withdrawals include the following
amounts:  withdrawals under the GWB, withdrawals under the partial withdrawal
privilege, and any amounts paid as part of a required minimum distribution. We
also do not adjust the Withdrawal Charge Basis for any gains or losses on your
Investment Options. THIS MEANS THAT ON A FULL WITHDRAWAL, IF THE CONTRACT VALUE
HAS DECLINED DUE TO POOR PERFORMANCE OF YOUR SELECTED INVESTMENT OPTIONS, THE
WITHDRAWAL CHARGE MAY BE GREATER THAN THE AMOUNT AVAILABLE FOR WITHDRAWAL.
BECAUSE WE ASSESS THE WITHDRAWAL CHARGE AGAINST THE WITHDRAWAL CHARGE BASIS, IN
SOME INSTANCES, THE CONTRACT VALUE MAY BE POSITIVE, BUT YOU WILL NOT RECEIVE A
DISTRIBUTION DUE TO THE AMOUNT OF THE WITHDRAWAL CHARGE. For more information
please see the examples in Appendix E.



NOTE REGARDING PARTIAL ANNUITIZATIONS: Amounts applied to Partial Annuitizations
will reduce each Purchase Payment proportionately by the percentage of Contract
Value you annuitize. This reduction also applies to the Withdrawal Charge Basis.


NOTE FOR CONTRACTS ISSUED IN WASHINGTON:  We reduce the Withdrawal Charge Basis
for penalty-free withdrawals and the partial withdrawal privilege is available
upon a full withdrawal. In Washington the Withdrawal Charge Basis is equal to
the total Purchase Payments, less any withdrawals from the Contract (including
any withdrawal charges).


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       40

For purposes of calculating any withdrawal charge, we withdraw Purchase Payments
on a "first-in-first-out" (FIFO) basis and we make withdrawals from your
Contract in the following order.
1.First, we withdraw any Purchase Payments that are beyond the withdrawal charge
  period shown in your Contract (for example, on an Original Contract, Purchase
  Payments that we have had for three or more complete years). We do not assess
  a withdrawal charge on these Purchase Payments.
2.Then, we withdraw any Purchase Payments that are under the partial withdrawal
  privilege and we do not assess a withdrawal charge. However, the partial
  withdrawal privilege is not available if you are taking a full withdrawal. For
  more information, see section 9, Access to Your Money - Partial Withdrawal
  Privilege.
3.Next, on a FIFO basis, we withdraw Purchase Payments that are within the
  withdrawal charge period shown in your Contract. We do assess a withdrawal
  charge on these Purchase Payments, but we withdraw them on a FIFO basis, which
  may help reduce the total withdrawal charge you will pay because the
  withdrawal charge declines over time. We determine your total withdrawal
  charge by multiplying each of these payments by the applicable withdrawal
  charge percentage and then totaling the charges.
4.Finally, we withdraw any Contract earnings. We do not assess a withdrawal
  charge on Contract earnings. We consider any True Ups we make to your Contract
  Value under the GPV or GAV Benefit to be earnings. However, if the Contract
  Value at the time of a True Up is less than your net Purchase Payments (total
  Purchase Payments received less any prior payments withdrawn) some or all of
  the True Up may, in effect, be treated as a Purchase Payment when applying the
  withdrawal charge if the entire Contract Value is then withdrawn. For more
  information see the example in section 6, Guaranteed Values Under the Living
  Guarantees - Other Information on the GPV and GAV Benefits.

We keep track of each Purchase Payment we receive. The amount of the withdrawal
charge depends upon the length of time since we received your Purchase Payment.
The charge as a percentage of each Purchase Payment withdrawn is as follows.

<TABLE>
<CAPTION>
                        MAY 2007 CONTRACT                                                 ORIGINAL CONTRACT
<S>                                                        <C>    <C>                                                        <C>
 NUMBER OF COMPLETE YEARS SINCE WE RECEIVED YOUR PURCHASE  CHARGE  NUMBER OF COMPLETE YEARS SINCE WE RECEIVED YOUR PURCHASE  CHARGE
                         PAYMENT                                                           PAYMENT
                            0                               8.5%                              0                                8%
                            1                               7.5%                              1                                7%
                            2                               5.5%                              2                                5%
                            3                               3.0%                       3 years or more                         0%
                     4 years or more                         0%
</TABLE>

After we have had a Purchase Payment for four complete years (for the May 2007
Contract) or three complete years (for the Original Contract), there is no
charge when you withdraw that Purchase Payment. However, withdrawals from the
FPAs may be subject to an MVA.

We calculate the charge at the time of each withdrawal. For a full withdrawal
that is subject to a withdrawal charge, we will deduct the withdrawal charge as
a percentage of the Withdrawal Charge Basis from the amount withdrawn. For a
partial withdrawal that is subject to a withdrawal charge, the amount we deduct
from your Contract will be the amount you request plus any applicable withdrawal
charge. We apply the withdrawal charge to this total amount and we pay you the
amount you requested. For partial withdrawals, we deduct the charge from the
Contract Value and we deduct it proportionately from the Investment Options.
However, if there is not enough Contract Value in the Investment Options, we
will deduct the remaining amount of the charge proportionately from any other
available Investment Choices. Partial withdrawals from a general account
Investment Choice may involve an MVA, which may increase or decrease your
Contract Value and/or the proceeds you receive.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       41

EXAMPLE: You purchased a May 2007 Contract with the Living Guarantees. You made
an initial Purchase Payment of $30,000 and made another Purchase Payment in the
first month of the second Contract Year of $70,000. In the third month of the
third Contact Year, your Contract Value is $110,000 and you request a withdrawal
of $52,000. There is no MVA at the time of the withdrawal. We would withdraw
money from the Contract Value and compute the withdrawal charge as follows.

1)PURCHASE PAYMENTS THAT ARE BEYOND THE WITHDRAWAL CHARGE PERIOD. All payments
  are still within the withdrawal charge period so this does not apply.
2)AMOUNTS AVAILABLE UNDER THE PARTIAL WITHDRAWAL PRIVILEGE. You have not taken
  any other withdrawals this year so you can withdraw up to 10% of your total
  payments (or $10,000) without incurring a withdrawal charge.
3)PURCHASE PAYMENTS ON A FIFO BASIS. The total amount we deduct from the first
  Purchase Payment is $30,000, which is subject to a 5.5% withdrawal charge, and
  you will receive $28,350. We determine this amount as follows:

  (AMOUNT WITHDRAWN) X (1 - WITHDRAWAL CHARGE) = THE AMOUNT YOU RECEIVE, OR:
$30,000 x 0.945 = $28,350.

  Next we determine how much we need to deduct from the second Purchase Payment.
  So far we have deducted $38,350 ($10,000 under the partial withdrawal
  privilege and $28,350 from the first Purchase Payment), so we would need to
  deduct $13,650 from the second Purchase Payment to get you the $52,000 you
  requested. The second Purchase Payment is subject to a 7.5% withdrawal charge.
  We calculate the total amount withdrawn and the withdrawal charge you pay on
  this amount as follows:

  (THE AMOUNT YOU RECEIVE) {divide} (1 - WITHDRAWAL CHARGE) = AMOUNT WITHDRAWN,
  OR:
$13,650 {divide} 0.925 = $14,757


4)CONTRACT EARNINGS. As we have already withdrawn your requested amount, this
  does not apply.

In total we withdrew $54,757 from your Contract, of which you received $52,000
and paid total withdrawal charges of $2,757.

NOTE: WITHDRAWALS MAY HAVE TAX CONSEQUENCES AND, IF TAKEN BEFORE AGE 59 1/2, MAY
BE SUBJECT TO A 10% FEDERAL PENALTY TAX. FOR TAX PURPOSES, UNDER NON-QUALIFIED
CONTRACTS, WITHDRAWALS ARE CONSIDERED TO HAVE COME FROM THE LAST MONEY YOU PUT
INTO THE CONTRACT. THUS, FOR TAX PURPOSES, EARNINGS ARE CONSIDERED TO COME OUT
FIRST.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE
We may have reduced or eliminated the amount of the withdrawal charge when the
Contract was sold under circumstances that reduced its sales expenses. For
example, if a large group of individuals purchased the Contract, or if a
purchaser already had a relationship with us. We may choose not to deduct a
withdrawal charge under a Contract issued to an officer, director, or employee
of Allianz Life or any of its affiliates. Also, we may reduce or waive the
withdrawal charge for a Contract sold by a registered representative appointed
with Allianz Life to any members of his or her immediate family, and the
commission is waived. We require our prior approval for any reduction or
elimination of the withdrawal charge.


TRANSFER FEE
You can currently make 12 free transfers every Contract Year. If you make more
than 12 transfers in a Contract Year, we will deduct a transfer fee of $25 for
each additional transfer. Currently, we deduct this fee only during the
Accumulation Phase, but we reserve the right to deduct it during the Annuity
Phase. The deduction of the transfer fee will decrease your Contract Value on a
dollar for dollar basis, but it will not decrease your free withdrawal
privilege, the Withdrawal Charge Basis, or any of the guaranteed values
available under the optional benefits. Transfers from a FPA may be subject to an
MVA, which may increase or decrease the value of your Contract and/or the amount
transferred. We will deduct the transfer fee from the Investment Choice from
which the transfer is made. If you transfer the entire amount in the Investment
Choice, then we will deduct the transfer fee from the amount transferred. If you
are transferring from multiple Investment Choices, we will treat the transfer as
a single transfer and we will deduct any transfer fee proportionately from the
Investment Choices if you transfer less than the entire amount that is in the
Investment Choice. If the transfer is a GPV or GAV Transfer or is made under the
dollar cost averaging or flexible rebalancing programs, there is no fee for the
transfer and we currently do not count these transfers against any free
transfers we allow.



The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       42

PREMIUM TAXES
Some states and other governmental entities (for example, municipalities) assess
a tax (premium tax) on us based on the amount of Purchase Payments we receive
from you. In some states, the tax is based on the amount applied to Annuity
Payments. We are responsible for the payment of these taxes. Your Contract
indicates that we will deduct these charges from your Contract Value. However,
it is our current practice not to make deductions from the Contract to reimburse
ourselves for the premium taxes that we pay, although we reserve the right to
make such a deduction in the future. Premium taxes normally range from 0% to
3.5% of the Purchase Payment, depending on the state or governmental entity.

INCOME TAXES
We reserve the right to deduct from the Contract any income taxes that we may
incur because of the Contract. Currently, we are not making any such deductions.

INVESTMENT OPTION EXPENSES
There are deductions from the assets of the various Investment Options for
operating expenses (including management fees) that are described in the Fee
Tables and in the table of annual operating expenses for each Investment Option
in Appendix A in this prospectus and in the prospectuses for the Investment
Options. These charges apply during the Accumulation and Annuity Phases if you
make allocations to the Investment Options. These expenses will reduce the
performance of the Investment Options and, therefore, will negatively affect
your Contract Value and the amounts available for withdrawals and Annuity
Payments. They may also negatively impact the death benefit proceeds. The
investment advisers for the Investment Options provided the fee and expense
information and we did not independently verify it.

8. TAXES
NOTE: We have prepared the following information on taxes as a general
discussion of the subject. The Contract offers flexibility regarding how
distributions can be taken. Not all of these distributions (or their attendant
tax consequences) are discussed in this section. This information is not
intended as tax advice. You should, therefore, consult your own tax adviser
about your own circumstances. We have included additional information regarding
taxes in the Statement of Additional Information. For more information on the
taxation of Annuity Payments made under a Partial Annuitization, see section 2,
The Annuity Phase - Partial Annuitization.

ANNUITY CONTRACTS IN GENERAL
Annuity contracts are a means of setting aside money for future needs - usually
retirement. Congress recognized how important saving for retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

These rules generally provide that you will not be taxed on any earnings on the
money held in your annuity until you take the money out. This is called tax
deferral. There are different rules regarding how you will be taxed, depending
upon how you take the money out and whether the annuity is Qualified or Non-
Qualified (see the following discussion in this section).

If you did not purchase the Contract under a tax qualified retirement plan, the
Contract is referred to as a Non-Qualified Contract. When a Non-Qualified
Contract is owned by a non-individual (for example, a corporation or certain
other entities other than a trust holding the Contract as an agent for an
individual), the Contract will generally not be treated as an annuity for tax
purposes. This means that the Contract may not receive the benefits of tax
deferral and Contract earnings may be taxed as ordinary income every year.

QUALIFIED CONTRACTS
If you purchased the Contract under a pension or retirement plan that is
qualified under the Code, the Contract is referred to as a Qualified Contract.
Qualified Contracts are subject to special rules. Adverse tax consequences may
result if contributions, distributions, and transactions in connection with the
Qualified Contract do not comply with the law.

A Qualified Contract will not provide any necessary or additional tax deferral
if it is used to fund a qualified plan that is tax deferred. However, the
Contract has features and benefits other than tax deferral that may make it an
appropriate investment for a qualified plan.


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We may have issued the following types of Qualified Contracts.
o Traditional Individual Retirement Annuity. Section 408 of the Code
  permits eligible individuals to maintain Individual Retirement Annuities
  (IRAs). IRA contributions are limited each year to the lesser of a dollar
  amount specified in the Code or 100% of the amount of compensation included in
  the Owner's income. The limit on the amount contributed to an IRA does not
  apply to distributions from certain other types of qualified plans that are
  "rolled over" on a tax-deferred basis into an IRA.
o Simplified Employee Pension (SEP) IRA. Employers may establish
  Simplified Employee Pension (SEP) IRAs under Code Section 408(k) to provide
  IRA contributions on behalf of their employees. In addition to all of the
  general rules governing IRAs, such plans are subject to additional
  requirements and different contribution limits.
o Roth IRA. Section 408A of the Code permits certain eligible individuals
  to contribute to a Roth IRA. Contributions to a Roth IRA are limited each year
  to the lesser of a dollar amount specified in the Code or 100% of the amount
  of compensation included in the Owner's income and must be made in cash or as
  a rollover or transfer from another Roth IRA or other IRA. Distributions from
  a Roth IRA generally are not taxed until after the total amount distributed
  from the Roth IRA exceeds the amount contributed to the Roth IRA. After that,
  income tax and a 10% federal penalty tax may apply to distributions made: (1)
  before age 59 1/2 (subject to certain exceptions), or (2) during the five tax
  years starting with the year in which the first contribution is made to any
  Roth IRA.
o TSAs or 403(b) Contracts. Section 403(b) of the Code allows employees of
  certain Section 501(c)(3) organizations and public schools to exclude from
  their gross income the purchase payments made, within certain limits, on a
  contract that will provide an annuity for the employee's retirement.
o Inherited IRA. The Code permits beneficiaries of investments that were
  issued under certain tax-qualified pension or retirement plans to directly
  transfer the death benefit from that investment into a variable annuity
  contract (Inherited IRA Contract). If we made this Contract available as an
  Inherited IRA Contract, the beneficiary of the previous tax-qualified
  investment will become the Owner of the new Inherited IRA Contract. The
  ownership of the Contract must also reflect the name of the previous deceased
  owner. The purpose of the Inherited IRA Contract is to allow the Owner to
  change the investment vehicle to an annuity and receive required minimum
  distribution withdrawal payments instead of receiving a lump sum death benefit
  payment. If we made this Contract available as an Inherited IRA Contract, the
  death benefit proceeds must be directly transferred into this Contract; they
  cannot be received by the beneficiary and then applied to the Contract. A
  beneficiary can apply the death benefit proceeds from multiple tax-qualified
  investments that were owned by the same owner to the purchase of an Inherited
  IRA Contract. We will not accept any other forms of Purchase Payment on an
  Inherited IRA Contract.

QUALIFIED PLANS. A qualified plan is a retirement or pension plan that meets the
requirements for tax qualification under the Code. If the Contract is an
investment for assets of a qualified plan under Section 401 of the Code, the
plan is both the Owner and the Beneficiary. The authorized signatory or plan
trustee for the plan must have made representations to us that the plan was
qualified under the Code on the Issue Date and is intended to continue to be
qualified for the entire Accumulation Phase of the Contract, or as long as the
qualified plan owns the Contract. The qualified plan may designate a third party
administrator to act on its behalf. All tax reporting will be the responsibility
of the plan. In the event the qualified plan instructs us to roll the plan
assets into an IRA for the Annuitant under this Contract, we will change the
qualification type of the Contract to an IRA and make the Annuitant the Owner.
The qualified plan will be responsible for any reporting required for the
rollover transactions.

MULTIPLE CONTRACTS
Section 72(e)(12) of the Code provides that multiple Non-Qualified deferred
annuity contracts that are issued within a calendar year period to the same
owner by one company or its affiliates are treated as one annuity contract for
purposes of determining the tax consequences of any distribution. Such treatment
may result in adverse tax consequences, including more rapid taxation of the
distributed amounts from such combination of contracts. For purposes of this
rule, contracts received in a Section 1035 exchange will be considered issued in
the year of the exchange.

PARTIAL 1035 EXCHANGES
Section 1035 of the Code provides that an annuity contract may be exchanged in a
tax-free transaction for another annuity contract. Historically, it was presumed
that only the exchange of an entire contract (as opposed to a partial exchange)
would be accorded tax-free status. Guidance from the IRS, however, confirmed
that the direct transfer of a portion of an annuity contract into another
annuity contract can qualify as a non-taxable exchange. IRS guidance provides
that this direct transfer can go into an existing annuity contract as well as a
new annuity contract. If you perform a partial 1035 exchange, please be aware
that no distributions or withdrawals can occur from the old or new annuity
contract within12


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months of the partial exchange, unless you qualify for an exception to this
rule. IRS guidance also provides that certain partial exchanges may not qualify
as tax-free exchanges. Therefore, Owners should consult their own tax advisers
before entering into a partial exchange of an annuity contract.

DISTRIBUTIONS - NON-QUALIFIED CONTRACTS
You, as the Owner, generally will not be taxed on increases in the value of the
Contract until an actual or deemed distribution occurs - either as a withdrawal
(including, if available, Partial Annuitizations) or as Annuity Payments under a
Full Annuitization.

Section 72 of the Code governs treatment of distributions. When a withdrawal
from a Non-Qualified Contract occurs, the amount received will generally be
treated as ordinary income subject to tax up to an amount equal to the excess
(if any) of the Contract Value immediately before the distribution over your
investment in the Contract (generally, the Purchase Payments or other
consideration paid for the Contract, reduced by any amount previously
distributed from the Contract that was not subject to tax) at that time. Amounts
received as a result of a Partial Annuitization are treated as partial
withdrawals. In the case of a full withdrawal under a Non-Qualified Contract,
the amount received generally will be taxable only to the extent it exceeds your
investment in the Contract.

If you take a Full Annuitization, different rules apply. Periodic installments
(for example, Annuity Payments) scheduled to be received at regular intervals
(for example, monthly) after you take a Full Annuitization should be treated as
annuity payments (and not withdrawals) for tax purposes. (In this regard, we
intend to make tax reporting on periodic installments scheduled to be received
at regular intervals under a Partial Annuitization as annuity payments ONLY
after a Contract's entire Contract Value has been applied to Annuity Payments,
provided that such installments extend over a period of more than one full year
from the time of the Full Annuitization. Due to the lack of guidance on whether
this is the appropriate tax treatment for such payments, however, Owners should
consult with a tax adviser on this issue.) After a Full Annuitization, a portion
of each Annuity Payment may be treated as a partial return of your Purchase
Payment and will not be taxed. The remaining portion of the payment will be
treated as ordinary income. How the Annuity Payment is divided between taxable
and non-taxable portions depends upon the period over which we expect to make
the payments. Once we have paid out all of your Purchase Payment(s), the entire
Annuity Payment is taxable as ordinary income.

Section 72 of the Code further provides that any amount received under an
annuity contract, which is included in income, may be subject to a federal
penalty tax. The amount of the federal penalty tax is equal to 10% of the amount
that is included in income. Some distributions will be exempt from the federal
penalty tax. There is an exception to this 10% federal penalty tax for amounts:
1)paid on or after you reach age 59 1/2;
2)paid after you die;
3)paid if you become totally disabled (as that term is defined in Section
  72(m)(7) of the Code);
4)paid in a series of substantially equal payments made annually (or more
  frequently) under a lifetime annuity;
5)paid as annuity payments under an immediate annuity; or
6)that come from Purchase Payments made before August 14, 1982.

With respect to (4) above, if the series of substantially equal periodic
payments is modified, as permitted by the Code, before the later of your
attaining age 59 1/2 or the close of the five year period that began on the
Income Date, then the tax for the year of the modification is increased by the
10% federal penalty tax, plus interest, for the tax years in which the exception
was used. A partial withdrawal taken after a series of substantially equal
periodic payments has begun may result in the modification of the series of
substantially equal payments and therefore could result in the imposition of the
10% federal penalty tax and interest for the period as described above.

DISTRIBUTIONS - QUALIFIED CONTRACTS
Section 72 of the Code governs treatment of distributions from Qualified
Contracts. Special rules may apply to withdrawals from certain types of
Qualified Contracts, including Roth IRAs. You should consult with your qualified
plan sponsor and tax adviser to determine how these rules affect the
distribution of your benefits.


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Section 72(t) of the Code provides that any amount received under a Qualified
Contract, which is included in income, may be subject to a federal penalty tax.
The amount of the federal penalty tax is equal to 10% of the amount that is
included in income. Some distributions will be exempt from the federal penalty
tax. There is an exception to this 10% federal penalty tax for:
1)distributions made on or after the date you (or the Annuitant as applicable)
  reach age 59 1/2;
2)distributions following your death or disability (or the Annuitant as
  applicable) (for this purpose disability is as defined in Section 72(m)(7) of
  the Code);
3)after separation from service, paid in a series of substantially equal
  payments made annually (or more frequently) under a lifetime annuity;
4)distributions made to you to the extent such distributions do not exceed the
  amount allowed as a deduction under Code Section 213 for amounts paid during
  the tax year for medical care;
5)distributions made on account of an IRS levy upon the Qualified Contract;
6)distributions from an IRA for the purchase of medical insurance (as described
  in Section 213(d)(1)(D) of the Code) for you (or the Annuitant as applicable)
  and his or her spouse and dependents if you have received unemployment
  compensation for at least 12 weeks (this exception will no longer apply after
  you have been re-employed for at least 60 days);
7)distributions from an IRA made to you, to the extent such distributions do not
  exceed your qualified higher education expenses (as defined in Section
  72(t)(7) of the Code) for the tax year;
8)distributions from an IRA which are qualified first-time homebuyer
  distributions (as defined in Section 72(t)(8) of the Code);
9)distributions made to an alternate Payee pursuant to a qualified domestic
  relations order (does not apply to an IRA); and
10)a reservist called to active duty during the period between September 11,
  2001 and December 31, 2007, for a period in excess of 179 days (or for an
  indefinite period), distributions from IRAs or amounts attributable to
  elective deferrals under a 401(k) plan made during such active period.

The exception stated in (3) above applies to an IRA without the requirement that
there be a separation from service. With respect to (3) above, if the series of
substantially equal periodic payments is modified as permitted by the Code,
before the later of the Annuitant attaining age 59 1/2 or the close of the five
year period that began on the Income Date, then the tax for the year of the
modification is increased by the 10% federal penalty tax, plus interest for the
tax years in which the exception was used. A partial withdrawal taken after a
series of substantially equal periodic payments has begun may result in the
modification of the series of substantially equal payments and therefore could
result in the imposition of the 10% federal penalty tax and interest for the
period as described above, unless another exception to the federal penalty tax
applies. You should obtain competent tax advice before you take any partial
withdrawals from your Contract.

Distributions from a Qualified Contract must commence no later than the required
beginning date. For IRAs, the required beginning date is April 1 of the calendar
year following the year in which you attain age 70 1/2. Under a qualified plan,
the required beginning date is generally April 1 of the calendar year following
the later of the calendar year in which you reach age 70 1/2 or retire.
Generally, required minimum distributions must be made over a period not
exceeding the life or life expectancy of the individual or the joint lives or
life expectancies of the individual and his or her designated Beneficiary. If
the required minimum distributions are not made, a 50% federal penalty tax is
imposed as to the amount not distributed. It is unclear whether a partial
withdrawal taken after an Income Date will have an adverse impact on the
determination of required minimum distributions. If you are attempting to
satisfy these rules through partial withdrawals, the present value of future
benefits provided under the Contract may need to be included in calculating the
amount required to be distributed. If you are receiving Annuity Payments or are
age 70 1/2 or older, you should consult with a tax adviser before taking a
partial withdrawal.

NOTE: The Worker, Retiree, and Employer Recovery Act of 2008 does not require
minimum distributions for 2009 from a qualified retirement plan or IRA for a
participant or beneficiary. This relief applies to funds held in deferred
annuity contracts, but the relief does not apply to contracts that have been
annuitized.


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ASSIGNMENTS, PLEDGES AND GRATUITOUS TRANSFERS
Other than in the case of Qualified Contracts (which generally cannot be
assigned or pledged), any assignment or pledge of (or agreement to assign or
pledge) the Contract Value is treated for federal income tax purposes as a full
withdrawal. The investment in the Contract is increased by the amount includible
as income with respect to such amount or portion, though it is not affected by
any other aspect of the assignment or pledge (including its release). If an
Owner transfers a Contract without adequate consideration to a person other than
the Owner's spouse (or to a former spouse incidental to divorce), the Owner will
be taxed on the difference between his or her Contract Value and the investment
in the Contract at the time of transfer and for each subsequent year until the
assignment is released. In such case, the transferee's investment in the
Contract will be increased to reflect the increase in the transferor's income.

The transfer or assignment of ownership of the Contract, the designation of an
Annuitant, the selection of certain Income Dates, or the exchange of the
Contract may result in certain other tax consequences that are not discussed
here. An Owner contemplating any such transfer, assignment, or exchange should
consult a tax adviser as to the tax consequences.

DEATH BENEFITS
Any death benefits paid under the Contract are taxable to the recipient as
ordinary income. The rules governing the taxation of payments from an annuity
contract generally apply to the payment of death benefits and depend on whether
the death benefits are paid as a lump sum or as Annuity Payments. Estate taxes
may also apply.

WITHHOLDING
Annuity distributions are generally subject to withholding for the recipient's
federal income tax liability. Recipients can, however, generally elect not to
have tax withheld from distributions unless they are subject to mandatory state
withholding.

"Eligible rollover distributions" from qualified plans are subject to a
mandatory federal income tax withholding of 20%. An eligible rollover
distribution is any distribution to an employee (or employee's spouse or former
spouse as Beneficiary or alternate Payee) from such a plan, except certain
distributions such as distributions required by the Code, distributions in a
specified annuity form, or hardship distributions. The 20% withholding does not
apply, however, to nontaxable distributions or if the employee chooses a "direct
rollover" from the Contract plan to a qualified plan, IRA, TSA or 403(b) plan,
or to a governmental Section 457 plan that agrees to separately account for
rollover contributions.

FEDERAL ESTATE TAXES
While no attempt is being made to discuss the federal estate tax implications of
the Contract, an Owner should keep in mind that the value of an annuity contract
owned by a decedent and payable to a Beneficiary by virtue of surviving the
decedent is included in the decedent's gross estate. Depending on the terms of
the annuity contract, the value of the annuity included in the gross estate may
be the value of the lump sum payment payable to the designated Beneficiary or
the actuarial value of the payments to be received by the Beneficiary. Consult
an estate planning adviser for more information.

GENERATION-SKIPPING TRANSFER TAX
Under certain circumstances, the Code may impose a "generation-skipping transfer
tax" when all or part of an annuity contract is transferred to, or a death
benefit is paid to, an individual two or more generations younger than the
Owner. Regulations issued under the Code may require us to deduct the tax from
your Contract, or from any applicable payment, and pay it directly to the IRS.

FOREIGN TAX CREDITS
We may benefit from any foreign tax credits attributable to taxes paid by
certain funds to foreign jurisdictions to the extent permitted under the federal
tax law.

ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
The preceding discussion provides general information regarding federal income
tax consequences to Owners that are U.S. citizens or residents. Owners that are
not U.S. citizens or residents will generally be subject to federal withholding
tax on taxable distributions from annuity contracts at a 30% rate, unless a
lower treaty rate applies. In addition, Owners may be subject to state and/or
municipal taxes and taxes that may be imposed by the Owners' country of
citizenship or residence.


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In Revenue Ruling 2004-75, 2004-31 I.R.B. 109, the IRS announced that income
received by residents of Puerto Rico under life insurance policies or annuity
contracts issued by a Puerto Rico branch of a United States life insurance
company is U.S. source income that is generally subject to United States federal
income tax.

POSSIBLE TAX LAW CHANGES
Although the likelihood of legislative or regulatory changes is uncertain, there
is always the possibility that the tax treatment of the Contract could change by
legislation, regulation or otherwise. Consult a tax adviser with respect to
legislative or regulatory developments and their effect on the Contract.

We have the right to modify the Contract in response to legislative or
regulatory changes that could otherwise diminish the favorable tax treatment
that annuity owners currently receive. We make no guarantee regarding the tax
status of any contract and do not intend the above discussion as tax advice.

DIVERSIFICATION
The Code provides that the underlying investments for a Non-Qualified variable
annuity must satisfy certain diversification requirements in order to be treated
as an annuity contract. We believe that the Investment Options are being managed
so as to comply with the requirements.

In some circumstances, owners of variable annuities who retain excessive control
over the investment of the underlying separate account assets may be treated as
the owners of those assets and may be subject to tax on income produced by those
assets. Although published guidance in this area does not address certain
aspects of the policies, we believe that the Owner should not be treated as the
owner of the Separate Account assets. We reserve the right to modify the
Contract to bring it into conformity with applicable standards should such
modification be necessary to prevent Owners from being treated as the owners of
the underlying Separate Account assets.

REQUIRED DISTRIBUTIONS
Section 72(s) of the Code requires that, to be treated as an annuity contract
for federal income tax purposes, a Non-Qualified Contract must contain certain
provisions specifying how amounts will be distributed in the event of the death
of an Owner of the Contract. Specifically, Section 72(s) requires that: (a) if
any Owner dies on or after you take a Full Annuitization, but before the time
the entire interest in the Contract has been distributed, the entire interest in
the Contract must be distributed at least as rapidly as under the method of
distribution being used as of the date of the Owner's death; and (b) if any
Owner dies before you take a Full Annuitization, the entire interest in the
Contract must be distributed within five years after the date of the Owner's
death. These requirements will be considered satisfied as to any portion of an
Owner's interest that is payable to or for the benefit of a designated
Beneficiary and that is distributed over the life of such designated
Beneficiary, or over a period not extending beyond the life expectancy of that
Beneficiary, provided that such distributions begin within one year of the
Owner's death. The designated Beneficiary refers to an individual designated by
the Owner as a Beneficiary and to whom ownership of the Contract passes by
reason of death. However, if the designated Beneficiary is the surviving spouse
of the deceased Owner, the Contract may be continued with the surviving spouse
as the new Owner.

Non-Qualified Contracts contain provisions that are intended to comply with
these Code requirements, although no regulations interpreting these requirements
have yet been issued. When such requirements are clarified by regulation or
otherwise, we intend to review such provisions and modify them, as necessary, to
assure that they comply with the applicable requirements.

Other rules may apply to Qualified Contracts.


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9. ACCESS TO YOUR MONEY
The money in the Contract is available under the following circumstances:
o by taking a withdrawal (including GWB withdrawals);
o by receiving Annuity Payments; or
o when we pay a death benefit.

You can only take withdrawals during the Accumulation Phase. When you make a
withdrawal request, we will process the request based on the Accumulation Unit
values next determined after receipt of the request at our Service Center. The
Accumulation Unit values are normally determined at the end of each Business
Day. Any withdrawal request received at or after the end of the current Business
Day will receive the next Business Day's Accumulation Unit values.


When you take a full withdrawal, we will process the withdrawal on the Business
Day we receive the request in Good Order at our Service Center:
o based upon the number of Accumulation Units held by the Contract on that
  Business Day and valued at the next available daily price,
o adjusted for any applicable MVA,
o less any applicable withdrawal charge, and
o less any contract maintenance charge.


See the Fee Tables and section 7, Expenses for a discussion of the charges.

There is no minimum associated with requesting a partial withdrawal and there is
no minimum amount of Contract Value that we require to remain in the Contract
after requesting a partial withdrawal for as long as you hold the Contract. In
the future, if we require a minimum amount of Contract Value to remain in the
Contract, we reserve the right to treat a request for a partial withdrawal that
would reduce the Contract Value below this minimum as a request for a full
withdrawal of the Contract. Unless you instruct us otherwise, we will deduct any
partial withdrawal (including any withdrawal charge) proportionately from the
Investment Options. If the amount in the Investment Options is less than the
partial withdrawal, then the remaining amount will come proportionately from any
other available Investment Choices. Partial withdrawals from a general account
Investment Choice may involve an MVA, which may increase or decrease your
Contract Value and/or the proceeds you receive.


We will pay the amount of any withdrawal from the Investment Options within
seven days of when we receive your request in Good Order, unless the suspension
of payments or transfers provision is in effect (see the "Suspension of Payments
or Transfers" discussion later in this section).

Upon withdrawal, we assess the withdrawal charge against the Withdrawal Charge
Basis. Penalty-free withdrawals and amounts withdrawn to pay transfer fees or
the contract maintenance charge do not reduce the Withdrawal Charge Basis,* but
any other withdrawals of Purchase Payments will reduce the Withdrawal Charge
Basis. Penalty-free withdrawals include the following amounts:  withdrawals
under the GWB, withdrawals under the partial withdrawal privilege, and any
amounts paid as part of a required minimum distribution. We also do not adjust
the Withdrawal Charge Basis for any gains or losses on your Investment Options.
THIS MEANS THAT IF YOU TAKE A FULL WITHDRAWAL WHILE THE WITHDRAWAL CHARGE
APPLIES AND YOU HAVE TAKEN PENALTY-FREE WITHDRAWALS OR YOU HAVE HAD LOSSES IN
YOUR INVESTMENT OPTIONS, YOU MAY BE ASSESSED A WITHDRAWAL CHARGE ON MORE THAN
THE AMOUNT YOU ARE WITHDRAWING. IN SOME INSTANCES, YOU WILL NOT RECEIVE A
DISTRIBUTION DUE TO THE AMOUNT OF THE WITHDRAWAL CHARGE. For more information,
please see section 7, Expenses - Withdrawal Charge and the examples in
Appendix E.


* For Contracts issued in Washington, we do reduce the Withdrawal Charge Basis
  for penalty-free withdrawals.

ORDINARY INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY
WITHDRAWAL YOU TAKE.


PARTIAL WITHDRAWAL PRIVILEGE
The partial withdrawal privilege for each Contract Year is equal to 10% of your
total Purchase Payments, less previous withdrawals taken under the partial
withdrawal privilege, GWB, or as a required minimum distribution (RMD) payment
in the same Contract Year, and before any MVA. We will not deduct a withdrawal
charge from amounts withdrawn under the partial withdrawal privilege, but an MVA
may apply to amounts withdrawn from a FPA. Any unused partial withdrawal
privilege in one Contract Year does not carry over to the next Contract Year.
THERE IS NO PARTIAL WITHDRAWAL PRIVILEGE DURING THE ANNUITY PHASE.



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                                       49

If you withdraw Purchase Payments that are beyond the withdrawal charge period,
those withdrawals are not subject to a withdrawal charge and they will not
reduce your partial withdrawal privilege. If you withdraw a Purchase Payment
that is subject to a withdrawal charge and the withdrawal is more than the
partial withdrawal privilege, the excess amount will be subject to the
withdrawal charge and it will reduce the Withdrawal Charge Basis unless the
excess amount is part of a penalty-free withdrawal. If you take a full
withdrawal, we will assess the withdrawal charge with no reduction for the
partial withdrawal privilege. Amounts withdrawn under the partial withdrawal
privilege do not reduce the Withdrawal Charge Basis.*

* For Contracts issued in Washington, we do reduce the Withdrawal Charge Basis
  for amounts withdrawn under the partial withdrawal privilege and the partial
  withdrawal privilege is available upon a full withdrawal.

The minimum distribution program allows you to take withdrawals without the
deduction of the withdrawal charge under certain circumstances. For more
information, see "The Minimum Distribution Program and Required Minimum
Distribution (RMD) Payments" discussion later in this section.

GUARANTEED WITHDRAWAL BENEFIT (GWB)
Contracts with Living Guarantees will include the GWB. The Living Guarantees
were only available at Contract issue. THE LIVING GUARANTEES CANNOT BE ADDED OR
CHANGED FOR AN EXISTING CONTRACT AFTER IT IS ISSUED, OR REMOVED FROM YOUR
CONTRACT. There is no additional charge for the GWB. However, we monitor your
Contract Value daily and systematically transfer amounts between your selected
Investment Options and the FPAs to support the Living Guarantees. This benefit
provides guaranteed income through partial withdrawals regardless of your
Contract Value beginning on the second Contract Anniversary. THE GWB IS NOT
AVAILABLE BEFORE THE SECOND CONTRACT ANNIVERSARY.

The GWB value is equal to total Purchase Payments less GWB adjusted partial
withdrawals. The maximum amount available for GWB withdrawals each Contract Year
is the lesser of:
o 10% of your total Purchase Payments before any MVA (the partial
  withdrawal privilege amount), or
o the remaining GWB value.

We will not deduct a withdrawal charge from amounts withdrawn under the GWB, but
an MVA may apply to amounts withdrawn from a FPA. Amounts withdrawn under the
GWB will not reduce the Withdrawal Charge Basis,* but withdrawals in excess of
the maximum amount available annually under the GWB will be subject to a
withdrawal charge and will reduce the Withdrawal Charge Basis. Amounts withdrawn
under the GWB will count against the partial withdrawal privilege. Any unused
GWB withdrawal amount in one Contract Year does not carry over to the next
Contract Year. GWB withdrawals will be treated as withdrawals for tax purposes
and if any Owner is younger than age 59 1/2, the GWB withdrawal may also be
subject to a 10% federal penalty tax.

* For Contracts issued in Washington, amounts withdrawn under the GWB will
  reduce the Withdrawal Charge Basis.

WITHDRAWALS AND PARTIAL ANNUITIZATIONS YOU TAKE IN EXCESS OF THE MAXIMUM
ALLOWABLE GWB WITHDRAWAL IN A CONTRACT YEAR MAY REDUCE THE GWB VALUE BY MORE
THAN THE AMOUNT WITHDRAWN OR ANNUITIZED. If the Contract Value at the time of
withdrawal or annuitization is less than the remaining GWB value, the GWB value
may be reduced by more than the amount withdrawn or annuitized.


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For each withdrawal* or Partial Annuitization taken before the second Contract
Anniversary, a GWB adjusted partial withdrawal is equal to: PW X GWBV.

For each withdrawal* or Partial Annuitization taken on or after the second
Contract Anniversary, a GWB adjusted partial withdrawal is equal to: GWBA +
(RPWA X GWBV).

* Includes any amounts paid as part of a required minimum distribution.

  PW    =  The amount of Contract Value (before any MVA) applied to a Partial
           Annuitization or withdrawn (including any applicable withdrawal
           charge).
  GWBA  =  The amount of the partial withdrawal* (before any MVA) that, together
           with any previous partial withdrawals* taken during the Contract
           Year, does not exceed the maximum allowable GWB withdrawal for the
           Contract Year. However, if you take a Partial Annuitization the
           entire amount of any Contract Value (before any MVA) applied to the
           Partial Annuitization will be included in the RPWA portion of this
           formula.
  *  Includes GWB withdrawals.

  RPWA  =  The remaining amount of the partial withdrawal including any
           applicable withdrawal charge, but before any MVA.
  GWBV  =  The greater of one, or the ratio of (a) divided by (b) where:
           (a)=The remaining GWB value on the day of (but before) the Partial
               Annuitization or partial withdrawal.
           (b)=The Contract Value on the day of (but before) the Partial
               Annuitization or partial withdrawal adjusted for any applicable
               MVA.
You can continue to take GWB withdrawals until you have withdrawn all of the GWB
value. This means that under the GWB, if you have no remaining Contract Value,
your Contract will continue until you have withdrawn all the Purchase Payments
less GWB adjusted partial withdrawals.

NOTE:  YOU WILL BE REQUIRED TO TAKE A FULL ANNUITIZATION OF YOUR CONTRACT ON OR
BEFORE THE MAXIMUM PERMITTED INCOME DATE. (For more information see section 2,
The Annuity Phase.) Upon such a Full Annuitization the Guaranteed Withdrawal
Benefit will no longer be available to you.

The GWB will terminate upon the earliest of the following.
o Contract termination.
o The Income Date that you take a Full Annuitization, INCLUDING A REQUIRED
  FULL ANNUITIZATION ON THE MAXIMUM PERMITTED INCOME DATE. For more information,
  see section 2, The Annuity Phase.
o The GWB value is zero.
o The death of the Owner (unless the spouse continues the Contract as the
  new Owner).

GWB ADJUSTED PARTIAL WITHDRAWAL EXAMPLE
o You purchased a May 2007 Contract and selected the Living Guarantees
  with the GAV Benefit. You made only one initial Purchase Payment of $100,000.
o The GWB value at issue is equal to the total Purchase Payments less GWB
  adjusted partial withdrawals, which is $100,000.
o The maximum amount you can withdraw under the GWB after the second
  Contract Anniversary is 10% of the total Purchase Payments before any MVA,
  which is 0.10 x $100,000 = $10,000.
o During the third Contract Year you take a partial withdraw of $11,000
  (including any withdrawal charge) when the Contract Value on the day (but
  before) the withdrawal is $95,000. There is no MVA on the partial withdrawal.


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  We calculate the GWB adjusted partial withdrawal as:  GWBA + (RPWA x
     GWBV), where:
     GWBA  = The amount of the partial withdrawal that does not exceed
           th...........................................e maximum allowable
GWB withdrawal for the Contract Year ................................$10,000
     RPWA  =The remaining amount of the partial withdrawal (including any
           w............................................ithdrawal charge) =
$11,000 - $10,000 = ...............................................+ ($1,000
     GWBV  =The greater of one, or the ratio of (a) divided by (b),
           w.................................................here:
(a) The remaining GWB value on the day of (but before) the partial
           withdrawal ....................................$100,000
(b) The Contract Value on the day of (but before) the partial withdrawal
           / $95,000..............................................
       1.052632
           GWBV..................................................x 1.052632)
     GWB adjusted partial withdrawal.................................$11,053

  After this partial withdrawal, the remaining GWB value is $100,000 -
     $11,053 = ......................................................$88,947
o During the fourth Contract Year you take another partial withdrawal of
  $12,000 (including any withdrawal charge) when the Contract Value on the day
  (but before) the withdrawal is $92,500. There is no MVA on the partial
  withdrawal.
  We calculate the GWB adjusted partial withdrawal as:  GWBA + (RPWA x
     GWBV), where:
     GWBA  = The amount of the partial withdrawal that does not exceed
           th...........................................e maximum allowable
GWB withdrawal for the Contract Year ................................$10,000
     RPWA  =The remaining amount of the partial withdrawal (including any
           w............................................ithdrawal charge) =
$12,000 - $10,000 =................................................+ ($2,000
     GWBV  =The greater of one, or the ratio of (a) divided by (b),
           w.................................................here:
(a) The remaining GWB value on the day of (but before) the partial
           withdrawal .....................................$88,947
(b) The Contract Value on the day of (but before) the partial withdrawal
           / $92,500..............................................
       0.961589
           GWBV...................................................x       1)
     GWB adjusted partial withdrawal.................................$12,000

  After this partial withdrawal, the remaining GWB value is $88,947 -
     $12,000 = ......................................................$76,947
SYSTEMATIC WITHDRAWAL PROGRAM
If your Contract Value is at least $25,000, the systematic withdrawal program
provides automatic monthly or quarterly payments to you. The minimum amount you
can withdraw under this program is $500. There is no restriction on the maximum
you may withdraw under this program if your Purchase Payments are no longer
subject to the withdrawal charge. While the withdrawal charge is in effect, the
systematic withdrawal program is subject to the partial withdrawal privilege.
The total systematic withdrawals that you can take each Contract Year without
incurring a withdrawal charge is limited to your partial withdrawal privilege
amount for that Contract Year. With the exception of penalty-free withdrawals,
any withdrawals in a Contract Year (including systematic withdrawals) will be
subject to any applicable withdrawal charge. For more information, see section
7, Expenses - Withdrawal Charge and the "Partial Withdrawal Privilege"
discussion that appears earlier in this section.


All systematic withdrawals will be made on the ninth day of the month or the
previous Business Day if the ninth is not a Business Day.


ORDINARY INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO
SYSTEMATIC WITHDRAWALS. YOU CANNOT PARTICIPATE IN THE SYSTEMATIC WITHDRAWAL
PROGRAM AND THE MINIMUM DISTRIBUTION PROGRAM AT THE SAME TIME.


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                                       52


THE MINIMUM DISTRIBUTION PROGRAM AND REQUIRED MINIMUM DISTRIBUTION (RMD)
PAYMENTS
If you own a Qualified Contract, you may participate in the minimum distribution
program during the Accumulation Phase of the Contract. Under this program, we
will make payments to you from your Contract that are designed to meet the
applicable minimum distribution requirements imposed by the Code for this
Qualified Contract. We can make payments to you on a monthly, quarterly, or
annual basis. However, we will only make annual payments if your Contract Value
is less than $25,000. Required minimum distribution (RMD) payments from this
Contract will not be subject to a withdrawal charge and will not reduce the
Withdrawal Charge Basis.* However, they will count against your partial
withdrawal privilege. You cannot aggregate RMD payments between this Contract
and other qualified contracts that you own. Any RMD payments from this Contract
that exceed the RMD amount calculated for this Contract will be subject to any
applicable withdrawal charge. If your Contract includes Living Guarantees, RMD
payments will also count against the maximum amount available for GWB
withdrawals. If you take any additional withdrawals that are not penalty-free
withdrawals while you are receiving RMD payments, these withdrawals will be
subject to any applicable withdrawal charge. RMD payments will reduce your GPV,
GAV, GWB value, GMDB value, GMIB value, MAV (if applicable) and amounts
available under your partial withdrawal privilege.


* For Contracts issued in Washington, we do reduce the Withdrawal Charge Basis
  for RMD payments.

YOU CANNOT PARTICIPATE IN THE SYSTEMATIC WITHDRAWAL AND THE MINIMUM DISTRIBUTION
PROGRAMS AT THE SAME TIME.

INHERITED IRA CONTRACTS. If you (the Owner) were the spouse of the deceased
owner of the previous tax-qualified investment, and your spouse had not yet
reached the date at which he/she was required to begin receiving required
minimum distribution (RMD) payments, then you can wait to begin receiving RMD
payments until the year that your spouse would have reached age 70 1/2.
Alternatively, if the deceased owner of the previous tax-qualified investment
had already reached the date at which he/she was required to begin receiving RMD
payments, you can begin RMD payments based on your single life expectancy in the
year following the deceased owner's death, or (if longer) the deceased previous
owner's life expectancy in the year of his/her death reduced by one. You must
begin to receive these RMD payments by December 31 of the year following the
year of the deceased previous owner's death.

SUSPENSION OF PAYMENTS OR TRANSFERS
We may be required to suspend or postpone payments for withdrawals or transfers
for any period when:
o the New York Stock Exchange is closed (other than customary weekend and
  holiday closings);
o trading on the New York Stock Exchange is restricted;
o an emergency (as determined by the SEC) exists as a result of which
  disposal of the Investment Option shares is not reasonably practicable or we
  cannot reasonably value the Investment Option shares; or
o during any other period when the SEC, by order, so permits for the
  protection of Owners.

We reserve the right to defer payment for a withdrawal or transfer from any
general account Investment Choice for the period permitted by law, but not for
more than six months.

10.ILLUSTRATIONS
In order to help you understand how your Contract Values vary over time and
under different sets of assumptions, we may provide you with certain
personalized illustrations upon request and free of charge. These illustrations
may provide hypothetical depictions of either the Accumulation Phase or the
Annuity Phase. You can request an illustration free of charge by contacting your
registered representative.


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



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                                       53

11.DEATH BENEFIT
At Contract issue, you were asked to select one of two death benefit options. If
you did not make a selection, you received the Traditional GMDB. The Enhanced
GMDB carries an additional M&E charge, and does not provide any additional
benefit before the first Contract Anniversary and the benefit values are limited
after age 81. THE DEATH BENEFIT PROVIDED BY THE ENHANCED GMDB WILL NEVER BE LESS
THAN THE DEATH BENEFIT PROVIDED BY THE TRADITIONAL GMDB, BUT THEY MAY BE EQUAL.
THE DEATH BENEFIT IS ONLY AVAILABLE DURING THE ACCUMULATION PHASE OF THE
CONTRACT. ONCE YOU SELECT A DEATH BENEFIT, YOU CANNOT CHANGE OR CANCEL IT.

The use of the term "you" in this section refers to the Annuitant if the
Contract is owned by a non-individual; otherwise it refers to the Owner.


We will process the death benefit based on the Accumulation Unit values next
determined after receipt in Good Order at our Service Center of both due proof
of death and an election of the death benefit payment option. WE CONSIDER DUE
PROOF OF DEATH TO BE ANY OF THE FOLLOWING: a copy of the certified death
certificate, a decree of court of competent jurisdiction as to the finding of
death, or any other proof that we consider to be satisfactory. The Accumulation
Unit values are normally determined at the end of each Business Day and due
proof of death and an election of the death benefit payment option received at
or after the end of the current Business Day will receive the next Business
Day's Accumulation Unit values.


Any part of the death benefit amount that had been invested in the Investment
Options remains in the Investment Options until distribution begins. From the
time the death benefit is determined until we make a complete distribution, any
amount in the Investment Options will continue to be subject to investment risk
that will be borne by the recipient.

TRADITIONAL GUARANTEED MINIMUM DEATH BENEFIT (TRADITIONAL GMDB)
If the Traditional GMDB applies, the amount of the death benefit will be the
greater of 1 or 2.
1.The Contract Value, determined as of the end of the Business Day during which
  we receive in good order at our Service Center both due proof of death and an
  election of the death benefit payment option.
2.The Traditional GMDB value, which is the total of all Purchase Payments
  received, reduced for each GMDB adjusted partial withdrawal taken.

ENHANCED GUARANTEED MINIMUM DEATH BENEFIT (ENHANCED GMDB)
If the Enhanced GMDB applies, the amount of the death benefit will be the
greater of 1, 2 or 3.
1.The Contract Value, determined as of the end of the Business Day during which
  we receive in good order at our Service Center both due proof of death and an
  election of the death benefit payment option.
2.The Traditional GMDB value, which is the total of all Purchase Payments
  received, reduced for each GMDB adjusted partial withdrawal taken.
3.The Enhanced GMDB value, which is the Maximum Anniversary Value (MAV). We
  determine the MAV as of the end of the Business Day during which we receive in
  good order at our Service Center both due proof of death and an election of
  the death benefit payment option.

MAXIMUM ANNIVERSARY VALUE (MAV)

We only calculate the MAV until the date of any Owner's death.

The MAV on the Issue Date is equal to your initial Purchase Payment received on
the Issue Date.

On each Business Day other than a Contract Anniversary, the MAV is equal to:
o its value on the immediately preceding Business Day,
o plus any additional Purchase Payments received that day, and
o reduced for each GMDB adjusted partial withdrawal taken that day.

On each Contract Anniversary before the older Owner's 81st birthday (or the
Annuitant's 81st birthday if the Contract is owned by a non-individual) the MAV
is equal to the greater of its value on the immediately preceding Business Day,
or the Contract Value that occurs on that Contract Anniversary before we process
any transactions. We then process any transactions received on that Contract
Anniversary (such as additional Purchase Payments, withdrawals and Partial
Annuitizations) in the same way that we do on each Business Day other than a
Contract Anniversary.


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                  April 27, 2009, as revised October 26, 2009



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                                       54

Beginning with the Contract Anniversary that occurs on or after the older
Owner's 81st birthday (or the Annuitant's 81st birthday if the Contract is owned
by a non-individual) we calculate the MAV in the same way that we do on each
Business Day other than a Contract Anniversary.

GMDB ADJUSTED PARTIAL WITHDRAWAL FORMULA
For each withdrawal or Partial Annuitization taken, a GMDB adjusted partial
withdrawal is equal to: (A) X (B)

  (A) =The amount of Contract Value (before any MVA) applied to a Partial
       Annuitization or withdrawn (including any applicable withdrawal charge).
  (B) =The greater of one, or the ratio of (c) divided by (d) where:
       (c)=  The death benefit on the day of (but before) the Partial
                 Annuitization or partial withdrawal.
       (d)=  The Contract Value on the day of (but before) the Partial
             Annuitization or partial withdrawal, adjusted for any applicable
             MVA.
ANY WITHDRAWALS OR PARTIAL ANNUITIZATIONS YOU TAKE IN A CONTRACT YEAR MAY REDUCE
THE GMDB VALUE BY MORE THAN THE AMOUNT WITHDRAWN OR ANNUITIZED. If the Contract
Value at the time of withdrawal or annuitization is less than the death benefit,
we will deduct more than the amount withdrawn or annuitized from the GMDB value.

Please see Appendix D for examples of calculations of the death benefit.

TERMINATION OF THE DEATH BENEFIT
THE GMDB THAT APPLIES TO YOUR CONTRACT WILL TERMINATE UPON THE EARLIEST OF THE
FOLLOWING.
o The Business Day before the Income Date that you take a Full
  Annuitization, INCLUDING A REQUIRED FULL ANNUITIZATION ON THE MAXIMUM
  PERMITTED INCOME DATE. For more information, see section 2, The Annuity Phase.
o The Business Day that the GMDB value and Contract Value are both zero.
o Contract termination.

DEATH OF THE OWNER UNDER INHERITED IRA CONTRACTS
Upon the death of the Owner under an Inherited IRA Contract, the Beneficiary can
either:
o continue to receive the required minimum distribution payments based on
  the remaining life expectancy of the deceased Owner and the Contract Value as
  of the Business Day we receive in Good Order at our Service Center both due
  proof of death and the appropriately completed election form; or
o receive a lump sum payment based on the Contract Value as of the
  Business Day we receive in Good Order at our Service Center both due proof of
  death and the appropriately completed election form.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



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DEATH OF THE OWNER AND/OR ANNUITANT UNDER ALL OTHER CONTRACTS
The following tables are intended to help you better understand what happens
upon the death of any Owner and/or Annuitant under the different portions of the
Contract. FOR QUALIFIED CONTRACTS, THERE CAN BE ONLY ONE OWNER AND THE OWNER
MUST BE THE ANNUITANT, UNLESS THE CONTRACT IS A QUALIFIED CONTRACT OWNED BY A
QUALIFIED PLAN OR IS PART OF A CUSTODIAL ARRANGEMENT. PARTIAL ANNUITIZATIONS ARE
NOT AVAILABLE TO JOINT OWNERS. IF YOU TAKE A PARTIAL ANNUITIZATION, THERE CAN BE
ONLY ONE OWNER; THE OWNER MUST BE THE ANNUITANT, AND WE WILL NOT ALLOW THE OWNER
TO ADD A JOINT ANNUITANT. DESIGNATING DIFFERENT PERSONS AS OWNER(S) AND
ANNUITANT(S) CAN HAVE AN IMPORTANT IMPACT ON WHETHER A DEATH BENEFIT IS PAID,
AND ON WHO WOULD RECEIVE IT. USE CARE WHEN DESIGNATING OWNERS AND ANNUITANTS,
AND CONSULT YOUR REGISTERED REPRESENTATIVE IF YOU HAVE QUESTIONS.

                         UPON THE DEATH OF A SOLE OWNER
   ACTION UNDER THE PORTION OF THE CONTRACT THAT IS IN THE ACCUMULATION PHASE
o We will pay a death benefit to the Beneficiary.[(1)] For a description
  of the payout options, see the "Death Benefit Payment Options" discussion
  later in this section.
o If the GWB was in effect, it will terminate unless the deceased Owner's
  spouse continues the Contract.

      ACTION UNDER ANY PORTION OF THE CONTRACT APPLIED TO ANNUITY PAYMENTS
o The Beneficiary becomes the Owner.
o If the deceased was not an Annuitant, Annuity Payments to the Payee will
  continue. No death benefit is payable.
o If the deceased was the only surviving Annuitant, Annuity Payments to
  the Payee will continue until that portion of the Contract terminates and will
  be paid at least as rapidly as they were being paid at the Annuitant's death.
  For more information on when any portion of the Contract applied to Annuity
  Payments terminates, see section 2, The Annuity Phase. No death benefit is
  payable under Annuity Options 1 through 4, or Annuity Option 6. However, there
  may be a lump sum refund due to the Payee under Annuity Option 5. For more
  information, see section 2, The Annuity Phase - Annuity Options.
o If the deceased was an Annuitant and there is a surviving joint
  Annuitant, Annuity Payments to the Payee will continue during the lifetime of
  the surviving joint Annuitant. No death benefit is payable.


(1)If the Beneficiary is the spouse of the deceased Owner, he or she may be able
  to continue the Contract instead of receiving a death benefit payout. If the
  Contract continues, we will increase the Contract Value to equal the death
  benefit if that amount is greater than the Contract Value as of the Business
  Day we receive in Good Order at our Service Center both due proof of death and
  an election to continue the Contract on the death claim form.



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                                       56

                        UPON THE DEATH OF A JOINT OWNER
      (NOTE: WE DO NOT ALLOW JOINT OWNERS TO TAKE PARTIAL ANNUITIZATIONS)
   ACTION UNDER THE PORTION OF THE CONTRACT THAT IS IN THE ACCUMULATION PHASE
o The surviving Joint Owner is the sole primary Beneficiary. If the Joint
  Owners were spouses there may also be contingent Beneficiaries.
o We will pay a death benefit to the surviving Joint Owner.[(1)] For a
  description of the payout options available, see the "Death Benefit Payment
  Options" discussion later in this section.
o If the GWB was in effect, it will terminate unless the Joint Owners were
  spouses and the surviving spouse who is also the Joint Owner continues the
  Contract.
      ACTION UNDER ANY PORTION OF THE CONTRACT APPLIED TO ANNUITY PAYMENTS
o The surviving Joint Owner becomes the sole Owner.
o If the deceased was not an Annuitant, Annuity Payments to the Payee will
  continue. No death benefit is payable.
o If the deceased was the only surviving Annuitant, Annuity Payments to
  the Payee will continue until that portion of the Contract terminates and will
  be paid at least as rapidly as they were being paid at the Annuitant's death.
  For more information on when any portion of the Contract applied to Annuity
  Payments terminates, see section 2, The Annuity Phase. No death benefit is
  payable under Annuity Options 1 through 4, or Annuity Option 6. However, there
  may be a lump sum refund due to the Payee under Annuity Option 5. For more
  information, see section 2, The Annuity Phase - Annuity Options.
o If the deceased was an Annuitant and there is a surviving joint
  Annuitant, Annuity Payments to the Payee will continue during the lifetime of
  the surviving joint Annuitant. No death benefit is payable.


(1)If the surviving Joint Owner is the spouse of the deceased Owner, he or she
  may be able to continue the Contract instead of receiving a death benefit
  payout. If the Contract continues, we will increase the Contract Value to
  equal the death benefit if that amount is greater than the Contract Value as
  of the Business Day we receive in Good Order at our Service Center both due
  proof of death and an election to continue the Contract on the death claim
  form. If both spousal Joint Owners die before we pay the death benefit, we
  will pay any contingent Beneficiaries or the estate of the Joint Owner who
  died last if there are no contingent Beneficiaries. If the Joint Owners were
  not spouses and they both die before we pay the death benefit, for tax
  reasons, we will pay the estate of the Joint Owner who died last.



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   UPON THE DEATH OF THE ANNUITANT AND THERE IS NO SURVIVING JOINT ANNUITANT
   ACTION UNDER THE PORTION OF THE CONTRACT THAT IS IN THE ACCUMULATION PHASE
o If the Contract is owned by a non-individual (for example a qualified
  plan or a trust), we will treat the death of the Annuitant as the death of an
  Owner; we will pay the Beneficiary[(1)] a death benefit, and a new Annuitant
  cannot be named. If the GWB was in effect, it will terminate unless the
  deceased Owner's spouse continues the Contract.
o If the deceased Annuitant was not an Owner, and the Contract is owned
  only by an individual(s), no death benefit is payable. The Owner can name a
  new Annuitant subject to our approval. If the GWB was in effect, it will
  continue.
o If the deceased Annuitant was a sole Owner, we will pay the
  Beneficiary[(1)] a death benefit. If the GWB was in effect, it will terminate
  unless the deceased Owner's spouse continues the Contract.
o If the deceased Annuitant was a Joint Owner and there is a surviving
  Joint Owner, the surviving Joint Owner is the sole primary Beneficiary. If the
  Joint Owners were spouses, there may also be contingent Beneficiaries. We will
  pay a death benefit to the surviving Joint Owner.[(2)] If the GWB was in
  effect, it will terminate unless the Joint Owners were spouses and the
  surviving spouse who is also the Joint Owner continues the Contract.
o For a description of the payout options, see the "Death Benefit Payment
  Options" discussion later in this section.

      ACTION UNDER ANY PORTION OF THE CONTRACT APPLIED TO ANNUITY PAYMENTS
o Annuity Payments to the Payee will continue until that portion of the
  Contract terminates and will be paid at least as rapidly as they were being
  paid at the Annuitant's death. For more information on when any portion of the
  Contract applied to Annuity Payments terminates, see section 2, The Annuity
  Phase. No death benefit is payable under Annuity Options 1 through 4, or
  Annuity Option 6. However, there may be a lump sum refund due to the Payee
  under Annuity Option 5. For more information, see section 2, The Annuity Phase
  - Annuity Options.
o If the deceased was a sole Owner, the Beneficiary will become the Owner
  if the Contract continues.
o If the deceased was a Joint Owner, the surviving Joint Owner becomes the
  sole Owner if the Contract continues.


(1)If the Beneficiary is the spouse of the deceased Owner, he or she may be able
  to continue the Contract instead of receiving a death benefit payout. If the
  Contract continues, we will increase the Contract Value to equal the death
  benefit if that amount is greater than the Contract Value as of the Business
  Day we receive in Good Order at our Service Center both due proof of death and
  an election to continue the Contract on the death claim form.
(2)If the surviving Joint Owner is the spouse of the deceased Owner, he or she
  may be able to continue the Contract instead of receiving a death benefit
  payout. If the Contract continues, we will increase the Contract Value to
  equal the death benefit if that amount is greater than the Contract Value as
  of the Business Day we receive in Good Order at our Service Center both due
  proof of death and an election to continue the Contract on the death claim
  form. If both spousal Joint Owners die before we pay the death benefit, we
  will pay any contingent Beneficiaries or the estate of the Joint Owner who
  died last if there are no contingent Beneficiaries. If the Joint Owners were
  not spouses and they both die before we pay the death benefit, for tax
  reasons, we will pay the estate of the Joint Owner who died last.


    UPON THE DEATH OF THE ANNUITANT AND THERE IS A SURVIVING JOINT ANNUITANT
(NOTE: WE DO NOT ALLOW JOINT ANNUITANTS UNDER A PARTIAL ANNUITIZATION AND WE DO
                                   NOT ALLOW
 JOINT ANNUITANTS DURING THE ACCUMULATION PHASE, SO THIS CAN ONLY OCCUR UNDER A
                              FULL ANNUITIZATION)
o Only Annuity Options 3 and 4 allow joint Annuitants. Under Annuity
  Options 3 and 4, Annuity Payments to the Payee will continue during the
  lifetime of the surviving joint Annuitant and, for Annuity Option 4, during
  any remaining specified period of time. For more information, see section 2,
  The Annuity Phase - Annuity Options.
o No death benefit is payable.
o If the deceased was a sole Owner, the Beneficiary will become the Owner.
o If the deceased was a Joint Owner, the surviving Joint Owner becomes the
  sole Owner.


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DEATH BENEFIT PAYMENT OPTIONS
If you have not previously designated a death benefit payment option, a
Beneficiary must request the death benefit be paid under one of the death
benefit payment options below. If the Beneficiary is the spouse of the deceased
Owner, he/she can choose to continue the Contract in his/her own name. An
election by the spouse to continue the Contract must be made on the death claim
form before we pay the death benefit. If the Contract continues, we will
increase the Contract Value to equal the death benefit if that amount is greater
than the Contract Value as of the Business Day we receive in Good Order at our
Service Center both due proof of death and an election of the death benefit
payment option. If the surviving spouse continues the Contract, he or she may
exercise all of the Owner's rights under this Contract, including naming a new
Beneficiary or Beneficiaries. If the surviving spouse continues the Contract,
any optional benefits will also continue. If a lump sum payment is requested, we
will pay the amount within seven days of our receipt of proof of death and a
valid election of a death benefit payment option, including any required
governmental forms, unless the suspension of payments or transfers provision is
in effect. Payment of the death benefit may be delayed, pending receipt of any
applicable tax consents and/or state forms.


OPTION A: Lump sum payment of the death benefit. We will not deduct the contract
maintenance charge at the time of a full withdrawal if the distribution is due
to death.

OPTION B: Payment of the entire death benefit within five years of the date of
any Owner's death. We will assess the full contract maintenance charge on each
Beneficiary's portion on each Contract Anniversary. However, we will waive the
contract maintenance charge if the Contract Value at the time we are to deduct
the charge is at least $75,000.

OPTION C: If the Beneficiary is an individual, payment of the death benefit
under an Annuity Option over the lifetime of the Beneficiary or over a period
not extending beyond the life expectancy of the Beneficiary. Distribution under
this option must begin within one year of the date of any Owner's death. We will
continue to assess the full contract maintenance charge on each Beneficiary's
portion proportionately over the Annuity Payments. However, we will waive the
contract maintenance charge if the Contract Value at the time we are to deduct
the charge is at least $75,000.

Any portion of the death benefit not applied to an Annuity Option within one
year of the date of the Owner's death must be distributed within five years of
the date of death.

If the Contract is owned by a non-individual, then we treat the death of any
Annuitant as the death of an Owner for purposes of the Internal Revenue Code's
distribution at death rules, which are set forth in Section 72(s) of the Code.

In all events, notwithstanding any provision to the contrary in the Contract or
this prospectus, the Contract will be interpreted and administered in accordance
with Section 72(s) of the Code.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



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12.OTHER INFORMATION
ALLIANZ LIFE
Allianz Life is a stock life insurance company organized under the laws of the
state of Minnesota in 1896. Our address is 5701 Golden Hills Drive, Minneapolis,
MN 55416. We offer fixed and variable annuities, individual and group life
insurance, and long-term care insurance. We are licensed to do direct business
in 49 states and the District of Columbia. We are a subsidiary of Allianz SE, a
provider of integrated financial services.

THE SEPARATE ACCOUNT
We established Allianz Life Variable Account B (the Separate Account) as a
separate account under Minnesota insurance law on May 31, 1985. The Separate
Account is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. The SEC does not
supervise our management of the Separate Account.

The Separate Account holds the assets that underlie the Contracts, except assets
allocated to our general account. We keep the Separate Account assets separate
from the assets of our general account and other separate accounts. The Separate
Account is divided into subaccounts, each of which invests exclusively in a
single Investment Option.

We own the assets of the Separate Account. We credit gains to or charge losses
against the Separate Account, whether or not realized, without regard to the
performance of other investment accounts. The Separate Account's assets may not
be used to pay any of our liabilities, other than those arising from the
Contracts. If the Separate Account's assets exceed the required reserves and
other liabilities, we may transfer the excess to our general account. Amounts
transferred to our general account will represent seed money invested by us or
earned fees and charges. The obligations of the Separate Account are not
generalized obligations of Allianz Life. The obligations under the Contracts are
obligations of Allianz Life.

DISTRIBUTION
Allianz Life Financial Services, LLC (Allianz Life Financial), a wholly-owned
subsidiary of Allianz Life Insurance Company of North America, serves as
principal underwriter for the Contracts. Allianz Life Financial, a limited
liability company organized in Minnesota, is located at 5701 Golden Hills Drive,
Minneapolis, MN 55416. Allianz Life Financial is registered as a broker/dealer
with the SEC under the Securities Exchange Act of 1934 (the 1934 Act), as well
as with the securities commissions in the states in which it operates, and is a
member of the Financial Industry Regulatory Authority (FINRA). Allianz Life
Financial is not a member of Securities Investors Protection Corporation. More
information about Allianz Life Financial is available at http://www.finra.org or
by calling 1-800-289-9999. You also can obtain an investor brochure from FINRA
describing its Public Disclosure Program.

We have entered into a distribution agreement with our affiliate Allianz Life
Financial for the distribution and sale of the Contracts. Allianz Life Financial
also may perform various administrative services on our behalf. Allianz Life
Financial does not itself sell the Contracts on a retail basis. Rather, Allianz
Life Financial enters into selling agreements with other broker/dealers
registered under the 1934 Act (selling firms) for the sale of the Contracts.
These selling firms include third party broker/dealers and Questar Capital
Corporation, an affiliated broker/dealer. We pay sales commissions to the
selling firms and their registered representatives. Investment Options that
assess Rule 12b-1 fees make payments of the fees to Allianz Life Financial as
consideration for providing certain services and incurring certain expenses
permitted under the Investment Option's plan. These payments typically equal
0.25% of an Investment Option's average daily net assets for the most recent
calendar year. The investment adviser and/or subadviser (and/or their
affiliates) of an Investment Option may from time to time make payments for
administrative services to Allianz Life Financial or its affiliates.

The maximum commission payable to the selling firms for Contract sales is
expected to not exceed 5.50% of Purchase Payments. Sometimes, we enter into an
agreement with a selling firm to pay commissions as a combination of a certain
amount of the commission at the time of sale and a trail commission which, when
totaled, could exceed 5.50% of Purchase Payments.

We may fund Allianz Life Financial's operating and other expenses, including:
overhead; legal and accounting fees; registered representative training;
compensation for the Allianz Life Financial management team; and other expenses
associated with the Contracts. Registered representatives and their managers are
also eligible for various benefits, such as production incentive bonuses,
insurance benefits, and non-cash compensation items that we may provide jointly
with


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                  April 27, 2009, as revised October 26, 2009



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                                       60

Allianz Life Financial. Non-cash items include conferences, seminars and trips
(including travel, lodging and meals in connection therewith), entertainment,
awards, merchandise and other similar items.

Selling firms and their registered representatives and managers may receive
other payments from us for administrative issues and for services that do not
directly involve the sale of the Contracts, including payments made for the
recruitment and training of personnel, production of promotional literature and
similar services. In addition, certain firms and their representatives may
receive compensation for distribution and administrative services when acting in
a wholesaling capacity and working with retail firms.

We and/or Allianz Life Financial may pay certain selling firms additional
marketing support allowances for:
o marketing services and increased access to registered representatives;
o sales promotions relating to the Contracts;
o costs associated with sales conferences and educational seminars for
  their registered representatives;
o the cost of client meetings and presentations; and
o other sales expenses incurred by them.

We retain substantial discretion in determining whether to grant a marketing
support payment to a particular broker/dealer firm and the amount of any such
payment. However, we do consider a number of specific factors in determining
marketing support payments, which may include a review of the following:
o the level of existing sales and assets held in contracts issued by us
  that are sold through the broker/dealer firm and the potential for new or
  additional sales;
o the organizational "fit" between the broker/dealer firm and the type of
  wholesaling and marketing force we operate;
o whether the broker/dealer firm's operational, IT, and support services
  structure and requirements are compatible with our method of operation;
o whether the broker/dealer firm's product mix is oriented toward our core
  markets;
o whether the broker/dealer firm has a structure facilitating a marketing
  support arrangement, such as frequent registered representative meetings and
  training sessions;
o the potential return on investment of investing in a particular firm's
  system;
o our potential ability to obtain a significant level of the market share
  in the broker/dealer firm's distribution channel;
o the broker/dealer firm's registered representative and customer
  profiles; and
o the prominence and reputation of the broker/dealer firm in its marketing
  channel.

We may also make payments for marketing and wholesaling support to broker/dealer
affiliates of Investment Options that are available through the variable
annuities we offer. Additional information regarding marketing support payments
can be found in the Distributor section of the Statement of Additional
Information.

We and/or Allianz Life Financial may make bonus payments to certain selling
firms based on aggregate sales of our variable insurance contracts (including
this Contract) or persistency standards, or as part of a special promotion.
These additional payments are not offered to all selling firms, and the terms of
any particular agreement governing the payments may vary among selling firms. In
some instances, the amount paid may be significant.

A portion of the payments made to selling firms may be passed on to their
registered representatives in accordance with their internal compensation
programs. Those programs may also include other types of cash and non-cash
compensation and other benefits. Ask your registered representative for further
information about what your registered representative and the selling firm for
which he or she works may receive in connection with your purchase of a
Contract.

We intend to recover commissions and other sales expenses through fees and
charges imposed under the Contract. Commissions paid on the Contract, including
other incentives or payments, are not charged directly to the Owners or the
Separate Account.

We offer the Contracts to the public on a continuous basis. We anticipate
continuing to offer the Contracts but reserve the right to discontinue the
offering.


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                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       61

ADDITIONAL CREDITS FOR CERTAIN GROUPS
We may credit additional amounts to a Contract instead of modifying charges
because of special circumstances that result in lower sales or administrative
expenses or better than expected mortality or persistency experience.

ADMINISTRATION/ALLIANZ SERVICE CENTER
The Allianz Service Center performs certain administrative services regarding
the Contracts and is located at 5701 Golden Hills Drive, Minneapolis, Minnesota.
The Service Center mailing address and telephone number are listed at the back
of this prospectus. The administrative services performed by our Service Center
include:
o issuance and maintenance of the Contracts,
o maintenance of Owner records,
o processing and mailing of account statements and other mailings to
  Owners, and
o routine customer service including:
  -  responding to Owner correspondence and inquiries,
  -  processing of Contract changes,
  -  processing withdrawal requests (both partial and total) and
  -  processing annuitization requests.

To reduce expenses, only one copy of most financial reports and prospectuses,
including reports and prospectuses for the Investment Options, will be mailed to
your household, even if you or other persons in your household have more than
one contract issued by us or our affiliate. Call us at the toll-free number
listed at the back of this prospectus if you need additional copies of financial
reports, prospectuses, or annual and semiannual reports, or if you would like to
receive one copy for each contract in future mailings.

LEGAL PROCEEDINGS
We and our subsidiaries, like other life insurance companies, from time to time
are involved in legal proceedings of various kinds, including regulatory
proceedings and individual and class action lawsuits. In some legal proceedings
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. Although the outcome of any such proceedings
cannot be predicted with certainty, we believe that, at the present time, there
are no pending or threatened legal proceedings to which we, the Separate
Account, or Allianz Life Financial is a party that are reasonably likely to
materially affect the Separate Account, our ability to meet our obligations
under the Contracts, or Allianz Life Financial's ability to perform its
obligations.

FINANCIAL STATEMENTS
The consolidated financial statements of Allianz Life and the financial
statements of the Separate Account have been included in the Statement of
Additional Information.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       62

13.GLOSSARY
This prospectus is written in plain English to make it as understandable as
possible. However, there are some technical words or terms that are defined
below and are capitalized in the prospectus. The following is a list of common
abbreviations used in this prospectus:

FPA  =   FIXED PERIOD ACCOUNT              GWB =   GUARANTEED WITHDRAWAL BENEFIT
GAV  =   GUARANTEED ACCOUNT VALUE          MAV =   MAXIMUM ANNIVERSARY VALUE
GPV  =   GUARANTEED PRINCIPAL VALUE        MVA =   MARKET VALUE ADJUSTMENT
GMDB =   GUARANTEED MINIMUM DEATH BENEFIT

ACCOUNT PERIOD - the length of time for a Fixed Period Account. Account Periods
range from one to ten years.

ACCUMULATION PHASE - the period of time before you apply the entire Contract
Value to Annuity Payments. Subject to certain restrictions, you can make
additional Purchase Payments during this time. The Accumulation Phase may occur
at the same time as the Annuity Phase if you take Partial Annuitizations.

ACCUMULATION UNIT - the units into which we convert amounts invested in the
subaccounts that invest in the Investment Options during the Accumulation Phase.

ANNUITANT - the individual upon whose life we base the Annuity Payments. Subject
to our approval, the Owner designates the Annuitant and can add a joint
Annuitant for the Annuity Phase if they take a Full Annuitization.

ANNUITY OPTIONS - the income options available to you under the Contract.

ANNUITY PAYMENTS - payments made by us to the Payee pursuant to the Annuity
Option chosen. Annuity Payments may be variable, fixed, or a combination of both
variable and fixed.

ANNUITY PHASE - the phase the Contract is in once Annuity Payments begin. This
may occur at the same time as the Accumulation Phase if you take a Partial
Annuitization.

ANNUITY UNIT - the units into which we convert amounts invested in the
subaccounts that invest in the Investment Options during the Annuity Phase.

BENEFICIARY - the person(s) or entity the Owner designates to receive any death
benefit.

BUSINESS DAY - each day on which the New York Stock Exchange is open for
trading, except when an Investment Option does not value its shares. Allianz
Life is open for business on each day that the New York Stock Exchange is open.
Our Business Day closes when regular trading on the New York Stock Exchange
closes, which is usually at 4:00 p.m. Eastern Time.

CONTRACT - the deferred annuity contract described by this prospectus that
allows you to accumulate money tax deferred by making one or more Purchase
Payments. It provides for lifetime or other forms of Annuity Payments beginning
on the Income Date.

CONTRACT ANNIVERSARY - a 12-month anniversary of the Issue Date of your
Contract. If the Contract Anniversary does not occur on a Business Day, we will
consider it to occur on the next Business Day.

CONTRACT VALUE - on any Business Day it is equal to the sum of the values in
your selected Investment Choices. It does not include amounts applied to Annuity
Payments.

CONTRACT YEAR - any period of 12 months commencing on the Issue Date and on each
Contract Anniversary thereafter.

FIXED ACCOUNT VALUE - the portion of your Contract Value that is in our general
account during the Accumulation Phase.


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                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       63

FPAS (FIXED PERIOD ACCOUNTS) - a type of Investment Choice under our general
account that earns interest and is only available during the Accumulation Phase.
FPAs have Account Periods of anywhere from one to ten years and only one FPA is
available for Purchase Payments or transfers in each Contract Year. You can only
allocate up to 50% of any Purchase Payment to the FPAs during the Accumulation
Phase. However, in some states the FPAs may only be available for GPV and GAV
Transfers we make if your Contract includes the Living Guarantees. In addition,
if your Contract includes the Living Guarantees, we may transfer more than 50%
of the total Purchase Payments received to the FPAs beginning on the second
Contract Anniversary. Withdrawals/transfers out of an FPA may be subject to a
Market Value Adjustment, which may increase or decrease your Contract Value
and/or the amount of the withdrawal/transfer.

FULL ANNUITIZATION - the application of the entire Contract Value to Annuity
Payments. YOU WILL BE REQUIRED TO TAKE A FULL ANNUITIZATION OF YOUR CONTRACT ON
OR BEFORE THE MAXIMUM PERMITTED INCOME DATE IF, AT THAT TIME, YOUR CONTRACT
VALUE HAS NOT BEEN REDUCED TO ZERO. Upon Full Annuitization you will no longer
have a Contract Value, any periodic withdrawal or income payments (other than
Annuity Payments) will stop, and the death benefit will terminate. In addition,
if your Contract includes the Living Guarantees, the FPAs and the Guaranteed
Withdrawal Benefit will no longer be available to you and you will no longer
receive any True Ups.


GOOD ORDER - a request is in "Good Order" if it contains all of the information
we require to process the request. If we require information to be provided in
writing, "Good Order" also includes provision of information on the correct
form, with any required certifications or guarantees, sent to or received by the
correct mailing address. If you have questions about the information we require,
please contact the Service Center.


GAV (GUARANTEED ACCOUNT VALUE) BENEFIT - an optional benefit under the Living
Guarantees that provides a level of protection for the principal you have
invested in the Contract as well as locking in investment gains from prior
anniversaries.

GMDB (GUARANTEED MINIMUM DEATH BENEFIT) - you were asked to select one of two
GMDBs at Contract issue that may provide different guaranteed death benefit
values.

GPV (GUARANTEED PRINCIPAL VALUE) BENEFIT - an optional benefit under the Living
Guarantees that provides a level of protection for the principal you have
invested in the Contract.

GPV AND GAV FIXED ACCOUNT MINIMUMS - if your Contract includes the Living
Guarantees, this is the minimum amount of Contract Value that we determine must
be allocated to an FPA to support the GPV or GAV Benefits.

GPV AND GAV TRANSFERS - if your Contract includes the Living Guarantees, these
are the transfers we make between your selected Investment Options and the FPAs
as a result of our monitoring your daily Contract Value in order to support the
GPV and GAV Benefits.

GWB (GUARANTEED WITHDRAWAL BENEFIT) - a benefit under the Living Guarantees that
provides a guaranteed income through partial withdrawals, regardless of your
Contract Value, beginning on the second Contract Anniversary.

INCOME DATE - the date we begin making Annuity Payments to the Payee from the
Contract. This date must be the first day of a calendar month. Because the
Contract allows for Partial Annuitizations there may be multiple Income Dates.

INVESTMENT CHOICES - the Investment Options and any general account Investment
Choices available under the Contract for Purchase Payments or transfers. We may
add, substitute or remove Investment Choices in the future.

INVESTMENT OPTIONS - the variable Investment Choices available under the
Separate Account. You may invest in up to 15 of the Investment Options at any
one time.

ISSUE DATE - the date shown on the Contract that starts the first Contract Year.
Contract Anniversaries and Contract Years are measured from the Issue Date.

JOINT OWNERS - two Owners who own a Non-Qualified Contract. We do not allow
Joint Owners to take Partial Annuitizations.

LIVING GUARANTEES - an optional benefit package that includes either the GPV or
GAV Benefit and the GWB. These benefits were not available individually. THE
LIVING GUARANTEES CANNOT BE ADDED OR CHANGED FOR AN EXISTING CONTRACT AFTER IT
IS ISSUED, OR REMOVED FROM YOUR CONTRACT. There are no additional fees or
charges for the Living Guarantees with the GPV Benefit. However, there is an
additional M&E charge for the guarantees provided by the GAV Benefit.

MAV (MAXIMUM ANNIVERSARY VALUE) - a calculation used in determining the Enhanced
GMDB value.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       64

MAY 2007 CONTRACT - this Contract replaced the Original Contract in most states.
The primary difference between the May 2007 and Original Contracts is that the
May 2007 Contract has a four-year withdrawal charge schedule. Unless
specifically indicated otherwise, all prospectus language applies equally to
both Original and May 2007 Contracts.

MVA (MARKET VALUE ADJUSTMENT) - a positive or negative adjustment to amounts
withdrawn or transferred from an FPA unless they are made within 30 days of the
end of an Account Period.

NON-QUALIFIED CONTRACT - a Contract that is not purchased under a pension or
retirement plan qualified under sections of the Internal Revenue Code.

ORIGINAL CONTRACT - this Contract first became available on April 29, 2005 and
was replaced in most states by the May 2007 Contract. The primary difference
between the Original and May 2007 Contracts is that the Original Contract has a
three-year withdrawal charge schedule. Unless specifically indicated otherwise,
all prospectus language applies equally to both Original and May 2007 Contracts.

OWNER - "you," "your" and "yours." The person or entity (or persons or entities
if there are Joint Owners) named in the Contract who may exercise all rights
granted by the Contract. The Owner was designated at Contract issue.

PARTIAL ANNUITIZATION - the application of only part of the Contract Value to
Annuity Payments. If you take a Partial Annuitization, the Accumulation Phase
and Annuity Phase of the Contract may occur at the same time. You can take one
Partial Annuitization every 12 months. The maximum number of annuitizations we
allow at any one time is five. Partial Annuitizations are not available to Joint
Owners. If you take a Partial Annuitization, there can be only one Owner, the
Owner must be the Annuitant, and we will not allow the Owner to designate a
joint Annuitant.

PAYEE - the person or entity you designate (subject to our approval) to receive
Annuity Payments during the Annuity Phase. If you do not designate a Payee by
the Income Date, we will make Annuity Payments to the Owner.

PURCHASE PAYMENT - the money you put in the Contract.

QUALIFIED CONTRACT - a Contract purchased under a pension or retirement plan
qualified under sections of the Internal Revenue Code (for example, 401(k) and
H.R. 10 plans), Individual Retirement Annuities (IRAs), or Tax-Sheltered
Annuities (referred to as TSA or 403(b) contracts). Qualified Contracts may
include, but are not limited to Roth IRAs, Traditional IRAs, Simplified Employee
Pension (SEP) IRAs and Inherited IRAs.

SEPARATE ACCOUNT - Allianz Life Variable Account B is the Separate Account that
issues your Contract. It is a separate investment account of Allianz Life. The
Separate Account holds the assets invested in the Investment Options that
underlie the Contracts. The Separate Account is divided into subaccounts, each
of which invests exclusively in a single Investment Option.

SEPARATE ACCOUNT VALUE - the portion of your Contract Value that is in the
subaccounts of the Separate Account during the Accumulation Phase. We calculate
the Separate Account Value by multiplying the Accumulation Unit value in each
subaccount by the number of Accumulation Units for each subaccount and then
adding those results together.

SERVICE CENTER - the Allianz Service Center. Our Service Center address and
telephone number are listed at the back of this prospectus.

TRUE UP - an amount we may pay into your Contract under the GAV/GPV Benefits. On
the fifth and subsequent Contract Anniversaries, we will compare your Contract
Value to the GPV/GAV established five years ago, adjusted for any partial
withdrawals taken in the last five Contract Years. If your Contract Value on
these occasions is less than this amount, we will pay into your Contract an
amount equal to that difference. We will allocate this amount to your Investment
Options in proportion to the amount of Separate Account Value in each of the
Investment Options on the date of allocation. We refer to this payment as a True
Up.

WITHDRAWAL CHARGE BASIS - the total amount under your Contract that is subject
to a withdrawal charge.


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       65

14.TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION (SAI)
ALLIANZ LIFE......................2
EXPERTS...........................2
LEGAL OPINIONS....................2
DISTRIBUTOR.......................2
REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE3
FEDERAL TAX STATUS................3
  General.........................3
  Diversification.................4
  Owner Control...................4
  Contracts Owned by Non-Individuals5
  Income Tax Withholding..........5
  Required Distributions..........5
  Qualified Contracts.............6
GUARANTEED PRINCIPAL VALUE (GPV) AND
GUARANTEED ACCOUNT VALUE (GAV) TRANSFERS7
ANNUITY PROVISIONS...............14
  Annuity Units/Calculating Annuity Payments14
MORTALITY AND EXPENSE RISK GUARANTEE14
FINANCIAL STATEMENTS.............14
APPENDIX - CONDENSED FINANCIAL INFORMATION15


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                  April 27, 2009, as revised October 26, 2009



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                                       66

15.PRIVACY AND SECURITY STATEMENT
MARCH 2009
Your privacy is a high priority for Allianz. Our pledge to protect your privacy
is reflected in our Privacy and Security Statement. This statement outlines our
principles for collecting, using and protecting information that we gather about
you.

This statement applies to all of the companies within the Allianz family of
companies that issue insurance policies. The law allows us to share your
information among our insurance companies. The law does not allow you to prevent
these disclosures. A list of our companies can be found at the end of this
notice.

ALLIANZ DOES NOT SELL YOUR INFORMATION TO ANYONE

We do not share your information with anyone for their own marketing purposes.
For this reason, we are not required to obtain an "opt-in election," an "opt-out
election" or an authorization from you.  We also do not share your information
with any of our affiliated companies outside of the Allianz family of companies.

INFORMATION ABOUT YOU THAT ALLIANZ COLLECTS

Allianz collects information about you so that we can process the insurance
transactions you request. We limit the amount of your information collected to
what we feel is needed to maintain your account. We may collect your information
from the following sources:
o From you, either directly or through your agent. This may include
  information on your insurance application or other forms you may complete,
  such as your name, address and telephone number.
o From others, through the process of handling a claim. This may include
  information from medical or accident reports.
o From your doctor or during a home visit by a health assessment
  professional. This may include medical information about you gathered with
  your written authorization.
o From your relationship with us, such as the number of years you have
  been a customer or the types of insurance products you purchased.
o From a consumer reporting agency such as a medical, credit, or motor
  vehicle report. The information in these reports may be kept by the agency and
  shared with others.

If you visit one of our websites, we may use "cookies" (small text files sent
from our site to your hard drive). These cookies help us to recognize repeat
visitors and allow easy access to and use of the site. We do not use cookies to
gather your information. The cookies only enable you to use our website more
easily.

INFORMATION ABOUT YOU THAT ALLIANZ SHARES

Allianz does not share information about current or former customers with
anyone, except as "allowed by law." "Allowed by law" means that we may share
your information, such as your name, address, and policy information, as
follows:
o With consumer reporting agencies to obtain a medical report, credit
  report, or motor vehicle report. These reports are used to determine
  eligibility for coverage or to process your requested transactions.
o With your insurance agent so that they can perform services for you.
o With medical professionals in order to process your claim.
o With a state Department of Insurance in order to examine our records or
  business practices.
o With a state or federal law enforcement agency, as required by law or to
  report suspected fraud activities.
o With research groups to conduct studies on claims results. No individual
  is identified in any study or report.

We advise the vendors with whom we legally share your information of our privacy
policy. We make every effort to use vendors whose privacy policy reflects our
own.

ALLIANZ POLICIES AND PRACTICES REGARDING SECURITY OF YOUR INFORMATION

Allianz uses computer hardware and software tools to maintain physical and
electronic safeguards. These safeguards comply with applicable federal and state
regulations. We restrict access to information about you to those employees who
need the information to service your policy. Allianz works to ensure that our
websites are secure. We use state of the art technology to protect the
information that may be shared over these sites.

YOUR ABILITY TO ACCESS AND CORRECT YOUR INFORMATION

You have the right to access and get a copy of your information. This does not
include the right to access and copy your information related to a claim or
civil or criminal proceeding. If you wish to review your information, please
write us at the address below. Provide your full name, address and policy
number(s). For your protection, please have your request notarized. This will
ensure the identity of the person requesting your information.


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       67

Within 30 working days of our receipt of your written request, you may see and
get a copy of your information in person. If you prefer, we will send you a copy
of your information. If medical information is contained in your file, we may
request that you name a medical professional to whom we will send your
information.

If you believe any of your information is incorrect, notify us in writing at the
address below. Within 30 working days, we will let you know if our review has
resulted in a correction of your information. If we do not agree there is an
error, you may file a statement disputing our finding. We will attach the
statement to your file. We will send any corrections we make, or your statement,
to anyone we shared your information with over the past two years, and to anyone
who may receive your information from us in the future. We do not control the
information about you obtained from a consumer reporting agency or a Department
of Motor Vehicles. We will provide you with the names and addresses of these
agencies so that you can contact them directly.

MONTANA RESIDENTS: You may write to us and also ask for a record of any
disclosure of your medical information made within the last three years.

NOTIFICATION OF CHANGE

Your trust is one of our most important assets. If we revise our privacy
practices in the future, we will notify you prior to introducing any changes.
This Privacy and Security Statement is also displayed on our website
(www.allianzlife.com).

FOR MORE INFORMATION OR IF YOU HAVE QUESTIONS

If you have any questions or concerns about our privacy policies or procedures,
please call the Corporate Compliance Department at 800.328.5600, write us at the
following address, or visit www.allianzlife.com.


Allianz Life Insurance Company of North America
PO Box 1344
Minneapolis, MN 55440-1344
Allianz family of companies:
o Allianz Life Insurance Company of North America
o Allianz Life Financial Services, LLC
                                                               M40018 (R-3/2009)



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                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       68

APPENDIX A - ANNUAL OPERATING EXPENSES FOR EACH INVESTMENT OPTION
This table describes, in detail, the annual expenses for each of the Investment
Options. We show the expenses as a percentage of an Investment Option's average
daily net assets for the most recent calendar year. Except for the AZL Funds,
the PIMCO VIT portfolios, and the Premier VIT OpCap Mid Cap Portfolio, neither
the Investment Options nor their advisers are affiliated with Allianz Life.
Expenses may vary in current and future years. The investment advisers for the
Investment Options provided the fee and expense information and we did not
independently verify it. See the Investment Options' prospectuses for further
information regarding the expenses you may expect to pay.


<TABLE>
<CAPTION>
INVESTMENT  MANAGEMENT   RULE  SERVICE   OTHER   ACQUIRED     TOTAL ANNUAL OPERATING       AMOUNT OF       TOTAL ANNUAL OPERATING
OPTION         FEES     12B-1    FEES   EXPENSES FUND FEES  EXPENSES BEFORE CONTRACTUAL   CONTRACTUAL    EXPENSES AFTER CONTRACTUAL
                        FEES*                       AND       FEE WAIVERS OR EXPENSE      FEE WAIVERS      FEE WAIVERS OR EXPENSE
                                                 EXPENSES         REIMBURSEMENTS              AND              REIMBURSEMENTS
                                                                                         REIMBURSEMENTS
<S>     <C> <C>         <C>    <C>      <C>      <C>       <C>                           <C>            <C>
AIM
AZL AIM             .90    .25        -      .22         -                          1.37              -                         1.37
International
Equity
Fund[(1)]
BLACKROCK
AZL                 .80    .25        -      .15         -                          1.20              -                         1.20
BlackRock
Capital
Appreciation
Fund[(1)]
AZL                 .35    .25        -      .10         -                           .70              -                          .70
International
Index
Fund[(1),(13)]
AZL Money           .35    .25        -      .09         -                           .69              -                          .69
Market
Fund[(1)]
AZL S&P 500         .17      -        -      .23         -                           .40            .14                          .26
Index Fund
- Class
1[(1),(7),(8)]
AZL S&P 500         .17    .25        -      .23         -                           .65            .14                          .51
Index Fund
- Class
2[(1),(7)]
AZL Small           .26    .25        -      .26         -                           .77            .17                          .60
Cap Stock
Index Fund
- Class
2[(1)]
BlackRock           .65    .25        -      .13         -                          1.03              -                         1.03
Global
Allocation
V.I. Fund -
Class 3
COLUMBIA
AZL                 .75    .25        -      .13         -                          1.13              -                         1.13
Columbia
Mid Cap
Value
Fund[(1)]
AZL                 .90      -        -      .32         -                          1.22            .12                         1.10
Columbia
Small Cap
Value Fund
- Class
1[(1),(7),(8)]
AZL                 .90    .25        -      .34         -                          1.49            .12                         1.37
Columbia
Small Cap
Value Fund
- Class
2[(1),(7)]
DAVIS
AZL Davis           .75      -        -      .10         -                           .85              -                          .85
NY Venture
Fund -
Class
1[(1),(7),(8)]
AZL Davis           .75    .25        -      .12         -                          1.12              -                         1.12
NY Venture
Fund -
Class
2[(1),(7)]
Davis VA            .75      -        -      .13         -                           .88              -                          .88
Financial
Portfolio[(6)]
DREYFUS
AZL Dreyfus         .77    .25        -      .08         -                          1.10              -                         1.10
Equity
Growth
Fund[(1)]
EATON
VANCE
AZL Eaton           .73    .25        -      .09         -                          1.07              -                         1.07
Vance Large
Cap Value
Fund[(1)]
FRANKLIN
TEMPLETON
AZL                 .75    .25        -      .12         -                          1.12              -                         1.12
Franklin
Small Cap
Value
Fund[(1)]
Franklin            .80    .25        -      .30         -                          1.35            .32                         1.03
Global Real
Estate
Securities
Fund -
Class
2[(4)]
Franklin            .50    .25        -      .05         -                           .80              -                          .80
Growth and
Income
Securities
Fund -
Class 2[(3)
]
Franklin            .57    .25        -      .09         -                           .91              -                          .91
High Income
Securites
Fund -
Class
2[(3)]
Franklin            .45    .25        -      .02         -                           .72              -                          .72
Income
Securities
Fund -
Class
2[(3)]
Franklin            .73    .25        -      .04         -                          1.02              -                         1.02
Large Cap
Growth
Securities
Fund -
Class
2[(3)]
Franklin            .60    .25        -      .02       .01                           .88            .01                          .87
Rising
Dividends
Securities
Fund -
Class
2[(3),(5)]
</TABLE>



      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       69


<TABLE>
<CAPTION>
INVESTMENT       MANAGEMENT   RULE  SERVICE   OTHER   ACQUIRED    TOTAL ANNUAL OPERATING     AMOUNT OF     TOTAL ANNUAL OPERATING
OPTION              FEES     12B-1    FEES   EXPENSES FUND FEES      EXPENSES BEFORE        CONTRACTUAL        EXPENSES AFTER
                             FEES*                       AND    CONTRACTUAL FEE WAIVERS OR  FEE WAIVERS    CONTRACTUAL FEE WAIVERS
                                                      EXPENSES    EXPENSE REIMBURSEMENTS        AND       OR EXPENSE REIMBURSEMENTS
                                                                                           REIMBURSEMENTS
<S>          <C> <C>         <C>    <C>      <C>      <C>       <C>                        <C>            <C>
Franklin Small-          .50    .25        -      .28       .02                       1.05            .02                      1.03
Mid Cap Growth
Securities Fund
- Class 2[(5)]
Franklin                 .00    .25        -      .13       .65                       1.03            .03                      1.00
Templeton VIP
Founding Funds
Allocation Fund
- Class 2[(9)]
Franklin U.S.            .49    .25        -      .04         -                        .78              -                       .78
Government Fund
- Class 2[(3)]
Franklin Zero            .60      -        -      .08         -                        .68              -                       .68
Coupon Fund 2010
- Class 1[(3)]
Mutual Global            .80    .25        -      .18         -                       1.23              -                      1.23
Discovery
Securities Fund
- Class 2
Mutual Shares            .60    .25        -      .13         -                        .98              -                       .98
Securities Fund
- Class 2
Templeton                .64    .25        -      .15       .02                       1.06            .02                      1.04
Foreign
Securities Fund
- Class 2[(5)]
Templeton Global         .47    .25        -      .11         -                        .83              -                       .83
Bond Securities
Fund - Class
2[(3)]
Templeton Growth         .74    .25        -      .04         -                       1.03              -                      1.03
Securities Fund
- Class 2[(3)]
J.P. MORGAN
AZL JPMorgan             .80      -        -      .23         -                       1.03            .08                       .95
U.S. Equity Fund
- Class
1[(1),(7),(8)]
AZL JPMorgan             .80    .25        -      .25         -                       1.30            .08                      1.22
U.S. Equity Fund
- Class
2[(1),(7)]
MFS
AZL MFS                  .75    .25        -      .11         -                       1.11              -                      1.11
Investors Trust
Fund[(1)]
OPPENHEIMER
CAPITAL
AZL OCC                  .85    .25        -      .15         -                       1.25              -                      1.25
Opportunity
Fund[(1)]
OpCap Mid Cap            .80      -        -      .18         -                        .98              -                       .98
Portfolio[(10)]
OPPENHEIMER
FUNDS
Oppenheimer High         .74      -        -      .06         -                        .80              -                       .80
Income Fund/VA -
Non Service
Class[ (6)]
PIMCO
PIMCO VIT All           .425      -      .15        -       .76                      1.335            .02                     1.315
Asset Portfolio
- Admin.
Class[(6),(11),(12)]
PIMCO VIT                .74      -      .15      .17       .09                       1.15            .09                      1.06
CommodityRealReturn
Strategy
Portfolio -
Admin.
Class[(2),(6),(12)]
PIMCO VIT                .85      -      .15      .13         -                       1.13              -                      1.13
Emerging Markets
Bond Portfolio -
Admin.
Class[(6)]
PIMCO VIT Global         .75      -      .15      .07         -                        .97              -                       .97
Bond Portfolio
(Unhedged) -
Admin.
Class[(6)]
PIMCO VIT High           .60      -      .15        -         -                        .75              -                       .75
Yield Portfolio
- Admin.
Class[(6)]
PIMCO VIT Real           .50      -      .15      .06         -                        .71              -                       .71
Return Portfolio
- Admin.
Class[(6)]
PIMCO VIT Total          .50      -      .15      .23         -                        .88              -                       .88
Return Portfolio
- Admin.
Class[(6)]
PRUDENTIAL
SP International         .85    .25        -      .29         -                       1.39              -                      1.39
Growth Portfolio
- Class 2[(6)]
SP Strategic             .90    .25        -      .48         -                       1.63              -                      1.63
Partners Focused
Growth Portfolio
- Class 2[(6)]
SCHRODER
AZL Schroder            1.23    .25        -      .47         -                       1.95            .28                      1.67
Emerging Markets
Equity Fund[(1)]
TURNER
AZL Turner               .85    .25        -      .16         -                       1.26              -                      1.26
Quantitative
Small Cap Growth
Fund[(1)]
</TABLE>



      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       70


<TABLE>
<CAPTION>
INVESTMENT  MANAGEMENT  RULE  SERVICE FEES OTHER EXPENSES ACQUIRED   TOTAL ANNUAL OPERATING     AMOUNT OF     TOTAL ANNUAL OPERATING
OPTION        FEES    12B-1                              FUND FEES      EXPENSES BEFORE       CONTRACTUAL        EXPENSES AFTER
                      FEES*                                 AND     CONTRACTUAL FEE WAIVERS   FEE WAIVERS   CONTRACTUAL FEE WAIVERS
                                                         EXPENSES  OR EXPENSE REIMBURSEMENTS      AND              OR EXPENSE
                                                                                             REIMBURSEMENTS      REIMBURSEMENTS
<S>         <C>   <C> <C>    <C>          <C>            <C>       <C>                       <C>            <C>
VAN KAMPEN
AZL Van Kampen    .75    .25            -            .13         -                      1.13              -                     1.13
Equity and Income
Fund[(1)]
AZL Van Kampen    .90    .25            -            .28         -                      1.43            .07                     1.36
Global Real
Estate Fund[(1)]
AZL Van Kampen    .76    .25            -            .11         -                      1.12              -                     1.12
Growth and Income
Fund[(1)]
AZL Van Kampen    .95    .25            -            .15         -                      1.35              -                     1.35
International
Equity Fund[(1)]
AZL Van Kampen    .80    .25            -            .10         -                      1.15              -                     1.15
Mid Cap Growth
Fund[(1)]
</TABLE>


* The 12b-1 fees cover certain distribution and shareholder support services
  provided by the companies selling Contracts. Our principal underwriter,
  Allianz Life Financial Services, LLC, will receive 12b-1 fees, except for
  those classes of shares that do not pay a 12b-1 fee, as identified by footnote
  (7).

(1)Allianz Investment Management LLC (AZIM), the Investment Option's investment
  adviser, and the Investment Option have entered into a written contract
  limiting certain operating expenses to the amount listed above in the far
  right column, after waivers and reimbursements, through April 30, 2010. The
  operating expenses covered by the expense limitation agreement include fees
  deducted from Investment Option assets such as audit fees and payments to
  independent trustees, but do not include the operating expenses of other
  investment companies in which the Investment Option may invest (acquired fund
  fees and expenses). The Investment Option is authorized to reimburse AZIM for
  management fees previously waived and/or for the cost of other expenses paid
  by AZIM provided that such reimbursement will not cause the Investment Option
  to exceed the expense limits in effect at the time of such reimbursement. The
  Investment Option's ability to reimburse AZIM in this manner applies only to
  fees paid or reimbursement made by AZIM within the three fiscal years prior to
  the date of such reimbursement.
(2)PIMCO has contractually agreed to waive the management fee and the
  administration fee it receives from the Portfolio in an amount equal to the
  management fee paid to PIMCO by the subsidiary. This waiver may not be
  terminated by PIMCO and will remain in effect for as long as PIMCO's contract
  with the subsidiary is in place.
(3)The Fund administration fee is paid indirectly through the management fee.
(4)The manager and administrator have contractually agreed in advance to waive
  or limit their respective fees so that the increase in investment management
  and fund administration fees paid by the Fund are phased in over a five year
  period, with there being no increase in the rate of such fees for the first
  year ending April 30, 2008. For each of the four years thereafter through
  April 30, 2012, the manager and administrator will receive one-fifth of the
  increase in the rate of fees. Beginning May 1, 2012, the full new investment
  management and administration fees will then be in effect. It is estimated
  that the increase for the year ending April 30, 2010 will be 0.14%. In future
  years the fee rates will vary in accordance with the fee rate schedules and
  fund assets.
(5)The manager has agreed in advance to reduce its fee from assets invested by
  the Fund in a Franklin Templeton money market fund (the acquired fund) to the
  extent that the Fund's fees and expenses are due to those of the acquired
  fund. This reduction is required by the Trust's board of trustees and an
  exemptive order of the Securities and Exchange Commission (SEC); this
  arrangement will continue as long as the exemptive order is relied upon.
(6)We may enter into certain arrangements under which we, or our affiliate
  Allianz Life Financial Services, LLC, the principal underwriter for the
  Contracts, are compensated by the Investment Options' advisers, distributors
  and/or affiliates for the administrative services and benefits which we
  provide to the Investment Options. The amount of the compensation usually is
  based on the aggregate assets of the Investment Options of other investment
  portfolios from contracts that we issue or administer. Some advisers may pay
  us more or less than others, however, the maximum fee that we currently
  receive is at the annual rate of 0.25% of the average aggregate amount
  invested by us in the Investment Options.
(7)The Investment Option has both Class 1 shares and Class 2 shares. Class 2
  shares pay a 12b-1 fee of up to 0.25% of its average daily assets. Class 1
  shares do not pay a 12b-1 fee.
(8)Not currently available.
(9)The Fund's administrator has contractually agreed to waive or limit its fee
  and to assume as its own expense certain expenses of the Fund, so that common
  annual operating expenses of the fund do not exceed 0.10% (other than certain
  non-routine expenses or costs, including those relating to litigation,
  indemnification, reorganizations, and liquidations) until April 30, 2010. The
  Fund does not pay management fees but will indirectly bear its proportionate
  share of any management fees and other expenses paid by the underlying funds
  (or "acquired funds") in which it invests. Acquired funds' estimated fees and
  expenses are based on the acquired funds' expenses for the fiscal year ended
  December 31, 2008.
(10)OpCap Advisors has contractually agreed to reduce the total annual portfolio
  operating expenses to the extent they would exceed 1.00% (net of any expenses
  offset by earnings credits from the custodian bank) of the Portfolio's average
  daily net assets. This reduction of annual portfolio operating expenses is
  guaranteed by OpCap Advisors through December 31, 2015. Net portfolio
  operating expenses do not reflect a reduction of custody expenses offset by
  custody credits earned on cash balances at the custodian bank.
(11)Acquired fund fees and expenses (underlying fund expenses) for the Portfolio
  are based upon an allocation of the Portfolio's assets among the underlying
  funds and upon the total annual operating expenses of the institutional class
  shares of these underlying funds. Acquired fund fees and expenses will vary
  with changes in the expenses of the underlying funds, as well as allocation of
  the Portfolio's assets, and may be higher or lower than those shown above.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       71

(12)PIMCO has contractually agreed to waive or reduce the advisory fee and/or
  administration fee. PIMCO may recoup these waivers in future periods, not
  exceeding three years, provided total expenses, including such recoupment,
  does not exceed the annual expense limit. See the Investment Option prospectus
  for further information.


(13)The Investment Option commenced operations under this Contract in 2009.
  Therefore, the expenses shown are estimated for the current calendar year.


This table describes, in detail, the annual expenses for each of the AZL Fund of
Funds. We show the expenses as a percentage of an Investment Option's average
daily net assets. The underlying funds may pay 12b-1 fees to the distributor of
the Contracts for distribution and/or administrative services. The underlying
funds do not pay service fees or 12b-1 fees to the AZL Fund of Funds and the AZL
Fund of Funds do not pay service fees or 12b-1 fees. The underlying funds of the
AZL Fund of Funds may pay service fees to the insurance companies issuing
variable contracts, or their affiliates, for providing customer service and
other administrative services to contract purchasers. The amount of such service
fees may vary depending on the underlying fund.


<TABLE>
<CAPTION>
INVESTMENT    MANAGEMENT FEES  RULE  OTHER EXPENSES TOTAL ACQUIRED FUND TOTAL ANNUAL OPERATING   AMOUNT OF        TOTAL ANNUAL
OPTION                        12B-1                         FEES AND       EXPENSES BEFORE      CONTRACTUAL    OPERATING EXPENSES
                              FEES*                       EXPENSES[(2)]    CONTRACTUAL FEE      FEE WAIVERS   AFTER CONTRACTUAL FEE
                                                                          WAIVERS OR EXPENSE        AND        WAIVERS OR EXPENSE
                                                                            REIMBURSEMENTS     REIMBURSEMENTS    REIMBURSEMENTS
<S>           <C>             <C>    <C>            <C>   <C>           <C>                    <C>            <C>
FUND OF FUNDS
AZL Fusion          .20         -         .05        .25           1.25                   1.50       -                         1.50
Balanced
Fund[(1),(3)]
AZL Fusion          .20         -         .04        .24           1.36                   1.60       -                         1.60
Growth
Fund[(1),(3)]
AZL Fusion          .20         -         .05        .25           1.29                   1.54       -                         1.54
Moderate
Fund[(1),(3)]
AZL Balanced        .05         -         .15        .20            .63                    .83       -                          .83
Index
Strategy
Fund[(1),(4)]
AZL Moderate        .05         -         .15        .20            .61                    .81       -                          .81
Index
Strategy
Fund[(1),(4)]
</TABLE>


* The 12b-1 fees cover certain distribution and shareholder support services
  provided by the companies selling Contracts. Our principal underwriter,
  Allianz Life Financial Services, LLC, will receive 12b-1 fees.
(1)Allianz Investment Management LLC (AZIM), the Investment Option's investment
  adviser, and the Investment Option have entered into a written contract
  limiting certain operating expenses from exceeding 0.30% for the three Fusion
  Funds, and 0.20% for the AZL Balanced Index Strategy Fund and the AZL Moderate
  Index Strategy Fund, through at least April 30, 2010. The operating expenses
  covered by the expense limitation include fees deducted from fund assets such
  as audit fees and payments to outside trustees, but do not include the
  operating expenses of other investment companies in which the funds may invest
  (acquired fund fees and expenses). Acquired fund fees and expenses are
  incurred indirectly by the Investment Option(s) through the Investment
  Option's investment in permitted underlying funds. Accordingly, acquired fees
  and expenses affect the Investment Option's total returns. The Investment
  Option is authorized to reimburse AZIM for fees previously waived and/or for
  the cost of other expenses paid by AZIM provided that such reimbursement will
  not cause the Investment Option to exceed the expense limits in effect at the
  time of such reimbursement. AZIM may request and receive reimbursement of fees
  waived or limited and other reimbursements made by AZIM. The Investment
  Option's ability to reimburse AZIM in this manner only applies to fees paid or
  reimbursement made by AZIM within the three fiscal years prior to the date of
  such reimbursement.
(2)Persons with Contract Value allocated to the AZL Fund of Funds will also
  indirectly pay the expenses of the underlying funds. The underlying fund fees
  and expenses are an estimate. These expenses will vary, depending upon the
  allocation of assets to individual underlying funds. In addition, it can be
  expected that underlying funds may be added or deleted as investments, with a
  resulting change in expenses. The investment advisers to the underlying funds
  or their affiliates may pay "service fees" to Allianz Life or its affiliates
  for providing customer service and other administrative services to Contract
  purchasers. The amount of such fees may vary by underlying fund. The
  underlying funds may also pay Rule 12b-1 distribution fees to the distributor
  of the Contracts. The underlying funds do not pay service fees or 12b-1 fees
  to the AZL Fund of Funds and the AZL Fund of Funds do not pay service fees or
  12b-1 fees.
(3)Effective December 1, 2008, the Manager and the Fund entered into a written
  agreement whereby the Manager has voluntarily reduced the management fee to
  0.15% through April 30, 2010.  If this voluntary fee reduction were reflected
  in the table, the net annual operating expenses would be lower.


(4)The Investment Option commenced operations under this Contract in 2009.
  Therefore the expenses shown are estimated for the current calendar year.



      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       72

APPENDIX B - CONDENSED FINANCIAL INFORMATION
The consolidated financial statements of Allianz Life Insurance Company of North
America and the financial statements of Allianz Life Variable Account B may be
found in the Statement of Additional Information.

Accumulation Unit value (AUV) information corresponding to the highest and
lowest combination of charges for the Contract described by this prospectus is
listed in the tables below. You can find AUV information corresponding to
additional combinations of charges in the appendix to the Statement of
Additional Information.

This information should be read in conjunction with the financial statements and
related notes of the Separate Account included in the Statement of Additional
Information. The Statement of Additional Information is available without charge
by contacting us at the telephone number or address listed at the back of this
prospectus.

<TABLE>
<CAPTION>
* KEY TO BENEFIT OPTION                                                                                          M&E CHARGES
<S>                                                                                                              <C>
Allianz High Five L with the Traditional GMDB and No Living Guarantees or Living Guarantees with the GPV Benefit
                                                                                                                    1.65%
Allianz High Five L with the Enhanced GMDB and Living Guarantees with the GAV Benefit
                                                                                                                    1.95%
</TABLE>


The following Investment Options commenced operations under this Contract after
December 31, 2008. Therefore, no AUV information is shown for them: AZL Balanced
Index Strategy Fund; AZL International Index Fund; and
AZL Moderate Index Strategy Fund.


(Number of Accumulation Units in thousands)


                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL AIM International Equity Fund
1.65%
 12/31/2005    N/A 13.877       27
 12/31/2006 13.877 17.342      122
 12/31/2007 17.342 19.551      145
 12/31/2008 19.551 11.248       52
1.95%
 12/31/2005    N/A 13.725       16
 12/31/2006 13.725 17.101      106
 12/31/2007 17.101 19.221      144
 12/31/2008 19.221 11.025       64
AZL BlackRock Capital Appreciation Fund
1.65%
 12/31/2005    N/A 11.947       26
 12/31/2006 11.947 11.937       70
 12/31/2007 11.937 13.023       86
 12/31/2008 13.023  8.150       49
1.95%
 12/31/2005    N/A 11.923       38
 12/31/2006 11.923 11.877       57
 12/31/2007 11.877 12.918       54
 12/31/2008 12.918  8.061       29
AZL Columbia Mid Cap Value Fund
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 10.060       24
 12/31/2007 10.060 10.276       52
 12/31/2008 10.276  4.836       22

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 10.040       12
 12/31/2007 10.040 10.224       58
 12/31/2008 10.224  4.798       43
AZL Columbia Small Cap Value Fund
1.65%
 12/31/2005    N/A 12.243       26
 12/31/2006 12.243 13.657       69
 12/31/2007 13.657 12.326      113
 12/31/2008 12.326  8.233       51
1.95%
 12/31/2005    N/A 12.182        8
 12/31/2006 12.182 13.548       46
 12/31/2007 13.548 12.191       44
 12/31/2008 12.191  8.119       13
AZL Davis NY Venture Fund
1.65%
 12/31/2005    N/A 11.629      116
 12/31/2006 11.629 13.030      333
 12/31/2007 13.030 13.347      450
 12/31/2008 13.347  7.811      198
1.95%
 12/31/2005    N/A 11.484       91
 12/31/2006 11.484 12.830      202
 12/31/2007 12.830 13.103      270
 12/31/2008 13.103  7.645      155



      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       73


                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL Dreyfus Equity Growth Fund
1.65%
 12/31/2005    N/A  9.552       13
 12/31/2006  9.552 10.611       47
 12/31/2007 10.611 11.350      264
 12/31/2008 11.350  6.516      100
1.95%
 12/31/2005    N/A  9.433        6
 12/31/2006  9.433 10.448       28
 12/31/2007 10.448 11.142      126
 12/31/2008 11.142  6.377       81
AZL Eaton Vance Large Cap Value Fund
1.65%
 12/31/2005    N/A 11.122      128
 12/31/2006 11.122 12.665      190
 12/31/2007 12.665 12.181      288
 12/31/2008 12.181  7.646      106
1.95%
 12/31/2005    N/A 10.968       73
 12/31/2006 10.968 12.452      165
 12/31/2007 12.452 11.939      306
 12/31/2008 11.939  7.472      157
AZL Franklin Small Cap Value Fund
1.65%
 12/31/2005    N/A 16.185       52
 12/31/2006 16.185 18.375      151
 12/31/2007 18.375 17.282      238
 12/31/2008 17.282 11.265       99
1.95%
 12/31/2005    N/A 16.056       48
 12/31/2006 16.056 18.173      119
 12/31/2007 18.173 17.042      136
 12/31/2008 17.042 11.075       55
AZL Fusion Balanced Fund
1.65%
 12/31/2005    N/A 10.612      273
 12/31/2006 10.612 11.429      561
 12/31/2007 11.429 12.041     1042
 12/31/2008 12.041  8.593      504
1.95%
 12/31/2005    N/A 10.590      230
 12/31/2006 10.590 11.372      338
 12/31/2007 11.372 11.944      500
 12/31/2008 11.944  8.499      381
AZL Fusion Growth Fund
1.65%
 12/31/2005    N/A 11.087      355
 12/31/2006 11.087 12.237     1009
 12/31/2007 12.237 12.728     1867
 12/31/2008 12.728  7.644      907
1.95%
 12/31/2005    N/A 11.064      417
 12/31/2006 11.064 12.175     1017
 12/31/2007 12.175 12.626     1485
 12/31/2008 12.626  7.560      637

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL Fusion Moderate Fund
1.65%
 12/31/2005    N/A 10.790      559
 12/31/2006 10.790 11.751     1200
 12/31/2007 11.751 12.313     1935
 12/31/2008 12.313  8.144      706
1.95%
 12/31/2005    N/A 10.768      529
 12/31/2006 10.768 11.692      997
 12/31/2007 11.692 12.215     1614
 12/31/2008 12.215  8.055      606
AZL JPMorgan U.S. Equity Fund
1.65%
 12/31/2005    N/A 11.141       14
 12/31/2006 11.141 12.559       41
 12/31/2007 12.559 12.821       59
 12/31/2008 12.821  7.733       39
1.95%
 12/31/2005    N/A 11.086       20
 12/31/2006 11.086 12.459       46
 12/31/2007 12.459 12.681       51
 12/31/2008 12.681  7.625       20
AZL MFS Investors Trust Fund
1.65%
 12/31/2005    N/A 12.225       61
 12/31/2006 12.225 13.563      132
 12/31/2007 13.563 14.772      181
 12/31/2008 14.772  8.702       97
1.95%
 12/31/2005    N/A 12.201       54
 12/31/2006 12.201 13.496      149
 12/31/2007 13.496 14.654      175
 12/31/2008 14.654  8.607       77
AZL Money Market Fund
1.65%
 12/31/2005    N/A 10.299      182
 12/31/2006 10.299 10.581      572
 12/31/2007 10.581 10.907     1505
 12/31/2008 10.907 10.990     1315
1.95%
 12/31/2005    N/A 10.118      116
 12/31/2006 10.118 10.364      384
 12/31/2007 10.364 10.651      570
 12/31/2008 10.651 10.700      486
AZL OCC Opportunity Fund
1.65%
 12/31/2005    N/A 13.971        3
 12/31/2006 13.971 15.348       22
 12/31/2007 15.348 16.437       45
 12/31/2008 16.437  8.544       33
1.95%
 12/31/2005    N/A 13.818       11
 12/31/2006 13.818 15.134       27
 12/31/2007 15.134 16.159       46
 12/31/2008 16.159  8.374       15



      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       74


                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL S&P 500 Index Fund
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.865      142
 12/31/2008  9.865  6.053      187
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.846       17
 12/31/2008  9.846  6.023       42
AZL Schroder Emerging Markets Equity Fund
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 10.454       69
 12/31/2007 10.454 13.399      162
 12/31/2008 13.399  6.341      109
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 10.433       31
 12/31/2007 10.433 13.332      117
 12/31/2008 13.332  6.290       74
AZL Small Cap Stock Index Fund
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.314       17
 12/31/2008  9.314  6.326       79
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.295        6
 12/31/2008  9.295  6.294       52
AZL Turner Quantitative Small Cap Growth Fund
1.65%
 12/31/2005    N/A 11.106       24
 12/31/2006 11.106 12.161       51
 12/31/2007 12.161 12.687       48
 12/31/2008 12.687  7.069       20
1.95%
 12/31/2005    N/A 11.084       25
 12/31/2006 11.084 12.100       61
 12/31/2007 12.100 12.585       46
 12/31/2008 12.585  6.992       23
AZL Van Kampen Equity and Income Fund
1.65%
 12/31/2005    N/A 11.332       28
 12/31/2006 11.332 12.543      127
 12/31/2007 12.543 12.715      265
 12/31/2008 12.715  9.515      116
1.95%
 12/31/2005    N/A 11.276       75
 12/31/2006 11.276 12.443      181
 12/31/2007 12.443 12.575      335
 12/31/2008 12.575  9.382      186

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL Van Kampen Global Real Estate Fund
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 12.032       74
 12/31/2007 12.032 10.806      167
 12/31/2008 10.806  5.758       80
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 12.007       77
 12/31/2007 12.007 10.752      127
 12/31/2008 10.752  5.711       74
AZL Van Kampen Growth and Income Fund
1.65%
 12/31/2005    N/A 12.212       37
 12/31/2006 12.212 13.922      107
 12/31/2007 13.922 14.055      147
 12/31/2008 14.055  9.282      122
1.95%
 12/31/2005    N/A 12.042       43
 12/31/2006 12.042 13.687      134
 12/31/2007 13.687 13.776      182
 12/31/2008 13.776  9.071      104
AZL Van Kampen International Equity Fund
1.65%
 12/31/2005    N/A 14.852       44
 12/31/2006 14.852 17.715      129
 12/31/2007 17.715 19.135      234
 12/31/2008 19.135 13.445       87
1.95%
 12/31/2005    N/A 14.734       67
 12/31/2006 14.734 17.521      195
 12/31/2007 17.521 18.868      262
 12/31/2008 18.868 13.218      138
AZL Van Kampen Mid Cap Growth Fund
1.65%
 12/31/2005    N/A 12.335       37
 12/31/2006 12.335 13.251      115
 12/31/2007 13.251 15.925      261
 12/31/2008 15.925  8.064       99
1.95%
 12/31/2005    N/A 12.163       39
 12/31/2006 12.163 13.028      152
 12/31/2007 13.028 15.609      267
 12/31/2008 15.609  7.880      132


BlackRock Global Allocation V.I. Fund
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A    N/A      N/A
 12/31/2008    N/A  7.906      132
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A    N/A      N/A
 12/31/2008    N/A  7.890      176


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       75
                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
Davis VA Financial Portfolio
1.65%
 12/31/2005    N/A 14.409       18
 12/31/2006 14.409 16.797       45
 12/31/2007 16.797 15.522       87
 12/31/2008 15.522  8.189       61
1.95%
 12/31/2005    N/A 14.156       21
 12/31/2006 14.156 16.452       52
 12/31/2007 16.452 15.157       38
 12/31/2008 15.157  7.972       43
Franklin Global Real Estate Securities Fund
1.65%
 12/31/2005    N/A 55.341       18
 12/31/2006 55.341 65.643       26
 12/31/2007 65.643 51.094       21
 12/31/2008 51.094 28.951        4
1.95%
 12/31/2005    N/A 52.624       24
 12/31/2006 52.624 62.235       39
 12/31/2007 62.235 48.295       26
 12/31/2008 48.295 27.283        5
Franklin Growth and Income Securities Fund
1.65%
 12/31/2005    N/A 33.716       19
 12/31/2006 33.716 38.723       36
 12/31/2007 38.723 36.674       38
 12/31/2008 36.674 23.395        9
1.95%
 12/31/2005    N/A 30.530       11
 12/31/2006 30.530 34.959       18
 12/31/2007 34.959 33.009       25
 12/31/2008 33.009 20.994        9
Franklin High Income Securities Fund
1.65%
 12/31/2005    N/A 22.287       24
 12/31/2006 22.287 23.976       76
 12/31/2007 23.976 24.222      136
 12/31/2008 24.222 18.255       56
1.95%
 12/31/2005    N/A 21.193       16
 12/31/2006 21.193 22.731       35
 12/31/2007 22.731 22.895       51
 12/31/2008 22.895 17.203       23
Franklin Income Securities Fund
1.65%
 12/31/2005    N/A 38.980      125
 12/31/2006 38.980 45.337      426
 12/31/2007 45.337 46.266      747
 12/31/2008 46.266 32.012      289
1.95%
 12/31/2005    N/A 37.066       76
 12/31/2006 37.066 42.983      207
 12/31/2007 42.983 43.732      314
 12/31/2008 43.732 30.167      137

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
Franklin Large Cap Growth Securities Fund
1.65%
 12/31/2005    N/A 17.967       18
 12/31/2006 17.967 19.599       45
 12/31/2007 19.599 20.478       58
 12/31/2008 20.478 13.187       20
1.95%
 12/31/2005    N/A 17.453       19
 12/31/2006 17.453 18.982       36
 12/31/2007 18.982 19.773       39
 12/31/2008 19.773 12.695       13
Franklin Rising Dividends Securities Fund
1.65%
 12/31/2005    N/A 32.335       36
 12/31/2006 32.335 37.254       71
 12/31/2007 37.254 35.656       56
 12/31/2008 35.656 25.567       14
1.95%
 12/31/2005    N/A 31.011       34
 12/31/2006 31.011 35.621       62
 12/31/2007 35.621 33.990       51
 12/31/2008 33.990 24.300       11
Franklin Small-Mid Cap Growth Securities Fund
1.65%
 12/31/2005    N/A 21.000       23
 12/31/2006 21.000 22.453       49
 12/31/2007 22.453 24.566       48
 12/31/2008 24.566 13.895       10
1.95%
 12/31/2005    N/A 20.369       17
 12/31/2006 20.369 21.713       17
 12/31/2007 21.713 23.685       15
 12/31/2008 23.685 13.357        3
Franklin Templeton VIP Founding Funds Allocation Fund
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.235      115
 12/31/2008  9.235  5.825      379
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.221       60
 12/31/2008  9.221  5.799      142
Franklin U.S. Government Fund
1.65%
 12/31/2005    N/A 24.413       30
 12/31/2006 24.413 24.979       74
 12/31/2007 24.979 26.192       89
 12/31/2008 26.192 27.717       63
1.95%
 12/31/2005    N/A 22.106       18
 12/31/2006 22.106 22.551       28
 12/31/2007 22.551 23.574       54
 12/31/2008 23.574 24.872       42


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       76

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
Franklin Zero Coupon Fund 2010
1.65%
 12/31/2005    N/A 35.338        4
 12/31/2006 35.338 35.704       10
 12/31/2007 35.704 38.144       17
 12/31/2008 38.144 40.331       17
1.95%
 12/31/2005    N/A 33.603       20
 12/31/2006 33.603 33.850       20
 12/31/2007 33.850 36.055       22
 12/31/2008 36.055 38.007       12
Mutual Global Discovery Securities Fund
1.65%
 12/31/2005    N/A 21.805       60
 12/31/2006 21.805 26.394      223
 12/31/2007 26.394 29.036      456
 12/31/2008 29.036 20.433      205
1.95%
 12/31/2005    N/A 21.214       63
 12/31/2006 21.214 25.602      167
 12/31/2007 25.602 28.080      227
 12/31/2008 28.080 19.701      103
Mutual Shares Securities Fund
1.65%
 12/31/2005    N/A 19.832      221
 12/31/2006 19.832 23.094      758
 12/31/2007 23.094 23.505     1217
 12/31/2008 23.505 14.540      461
1.95%
 12/31/2005    N/A 19.295      100
 12/31/2006 19.295 22.402      335
 12/31/2007 22.402 22.731      502
 12/31/2008 22.731 14.019      200
OpCap Mid Cap Portfolio
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A  9.992       35
 12/31/2007  9.992 10.539      101
 12/31/2008 10.539  6.046       72
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A  9.972       16
 12/31/2007  9.972 10.486       24
 12/31/2008 10.486  5.998       29
Oppenheimer High Income Fund/VA
1.65%
 12/31/2005    N/A 12.042        0
 12/31/2006 12.042 12.962        0
 12/31/2007 12.962 12.735        1
 12/31/2008 12.735  2.672        2
1.95%
 12/31/2005    N/A 11.830        0
 12/31/2006 11.830 12.695        0
 12/31/2007 12.695 12.436        0
 12/31/2008 12.436  2.601        0

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
PIMCO VIT All Asset Portfolio
1.65%
 12/31/2005    N/A 12.391      101
 12/31/2006 12.391 12.757      224
 12/31/2007 12.757 13.592      140
 12/31/2008 13.592 11.251       87
1.95%
 12/31/2005    N/A 12.329       58
 12/31/2006 12.329 12.655       78
 12/31/2007 12.655 13.443       55
 12/31/2008 13.443 11.094       82
PIMCO VIT CommodityRealReturn Strategy Portfolio
1.65%
 12/31/2005    N/A 11.018       53
 12/31/2006 11.018 10.502      128
 12/31/2007 10.502 12.730      171
 12/31/2008 12.730  7.038      130
1.95%
 12/31/2005    N/A 10.996       38
 12/31/2006 10.996 10.450       98
 12/31/2007 10.450 12.629      103
 12/31/2008 12.629  6.961       70
PIMCO VIT Emerging Markets Bond Portfolio
1.65%
 12/31/2005    N/A 10.909       29
 12/31/2006 10.909 11.727       49
 12/31/2007 11.727 12.205       64
 12/31/2008 12.205 10.253       29
1.95%
 12/31/2005    N/A 10.887       18
 12/31/2006 10.887 11.668       34
 12/31/2007 11.668 12.108       36
 12/31/2008 12.108 10.140       17
PIMCO VIT Global Bond Portfolio (Unhedged)
1.65%
 12/31/2005    N/A  9.333       23
 12/31/2006  9.333  9.608       95
 12/31/2007  9.608 10.371      145
 12/31/2008 10.371 10.114       87
1.95%
 12/31/2005    N/A  9.314       16
 12/31/2006  9.314  9.560       41
 12/31/2007  9.560 10.288       93
 12/31/2008 10.288 10.003       53
PIMCO VIT High Yield Portfolio
1.65%
 12/31/2005    N/A 12.363       33
 12/31/2006 12.363 13.269       94
 12/31/2007 13.269 13.509      126
 12/31/2008 13.509 10.159       72
1.95%
 12/31/2005    N/A 12.146       22
 12/31/2006 12.146 12.997       34
 12/31/2007 12.997 13.192       39
 12/31/2008 13.192  9.891       25


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       77

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
PIMCO VIT Real Return Portfolio
1.65%
 12/31/2005    N/A 11.296       88
 12/31/2006 11.296 11.191      168
 12/31/2007 11.191 12.181      219
 12/31/2008 12.181 11.136      115
1.95%
 12/31/2005    N/A 11.206       71
 12/31/2006 11.206 11.068      118
 12/31/2007 11.068 12.011      134
 12/31/2008 12.011 10.948       79
PIMCO VIT Total Return Portfolio
1.65%
 12/31/2005    N/A 13.092      104
 12/31/2006 13.092 13.374      259
 12/31/2007 13.374 14.306      348
 12/31/2008 14.306 14.747      180
1.95%
 12/31/2005    N/A 12.861       47
 12/31/2006 12.861 13.099       94
 12/31/2007 13.099 13.970      151
 12/31/2008 13.970 14.358      132
SP International Growth Portfolio
1.65%
 12/31/2005    N/A  7.226        0
 12/31/2006  7.226  8.542        6
 12/31/2007  8.542 10.008      100
 12/31/2008 10.008  4.874        1
1.95%
 12/31/2005    N/A  7.118        0
 12/31/2006  7.118  8.389        4
 12/31/2007  8.389  9.799       14
 12/31/2008  9.799  4.758        2
SP Strategic Partners Focused Growth Portfolio
1.65%
 12/31/2005    N/A  7.272       10
 12/31/2006  7.272  7.074        2
 12/31/2007  7.074  7.979        6
 12/31/2008  7.979  4.823        4
1.95%
 12/31/2005    N/A  7.163        0
 12/31/2006  7.163  6.947        0
 12/31/2007  6.947  7.812        0
 12/31/2008  7.812  4.708        0

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
Templeton Foreign Securities Fund
1.65%
 12/31/2005    N/A 22.812       20
 12/31/2006 22.812 27.252       67
 12/31/2007 27.252 30.946       83
 12/31/2008 30.946 18.148       22
1.95%
 12/31/2005    N/A 21.877       16
 12/31/2006 21.877 26.057       36
 12/31/2007 26.057 29.501       38
 12/31/2008 29.501 17.248       11
Templeton Global Bond Securities Fund
1.65%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A 30.931       65
 12/31/2008 30.931 32.312       41
1.95%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A 29.282       16
 12/31/2008 29.282 30.497       13
Templeton Growth Securities Fund
1.65%
 12/31/2005    N/A 23.679      152
 12/31/2006 23.679 28.372      493
 12/31/2007 28.372 28.560      899
 12/31/2008 28.560 16.203      341
1.95%
 12/31/2005    N/A 22.855       49
 12/31/2006 22.855 27.303      180
 12/31/2007 27.303 27.401      313
 12/31/2008 27.401 15.498      149


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       78

APPENDIX C - GAV CALCULATION EXAMPLE
o You purchased a May 2007 Contract with an initial Purchase Payment of
  $100,000. You selected the Living Guarantees with the GAV Benefit. You make no
  additional Purchase Payments, therefore, the calculations of the GAV that
  follows will not include reference to additional Purchase Payments.
o The Contract Value on the first Contract Anniversary is $120,000; on the
  second Contract Anniversary it is $135,000; on the third Contract Anniversary
  it is $150,000; and on the fourth Contract Anniversary it is $135,000.
o You take a partial withdrawal of $20,000 (including the withdrawal
  charge) in the third Contract Year when the Contract Value on the date of (but
  before) the partial withdrawal is $160,000. There is no MVA at the time of the
  partial withdrawal. You take no other partial withdrawals.

  The initial GAV...........................................................
     $100,000

  The GAV on the first Contract Anniversary equals the greater of A or B:
     (A)the initial GAV = $100,000
     (B)the Contract Value on the first Contract Anniversary = $120,000
     The GAV on the first Contract Anniversary......................$120,000

  The GAV on the second Contract Anniversary equals the greater of C or
     D:
     (C)the GAV from the first Contract Anniversary = $120,000
     (D)the Contract Value on the second Contract Anniversary = $135,000
     The GAV on the second Contract Anniversary.....................$135,000
  Calculating the GAV adjusted partial withdrawal taken in the third
     Contract Year:
     The amount of the partial withdrawal subject to the partial
       withdrawal privilege
(10% of total Purchase Payments) = 0.10 x $100,000 =.......$10,000
     PLUS
     The remaining amount of the partial withdrawal (including any
       withdrawal charge)................................+ (10,000
     Multiplied by the greater of a) or b) where:
     (a)one, or
     (b)the GAV divided by the Contract Value on the date of (but before)
       the partial withdrawal =
       $135,000/$160,000 = 0.84........................x        1)
     Total GAV adjusted partial withdrawal.................$20,000

  The GAV on the third Contract Anniversary equals the greater of C or D:
     (C)the GAV from the second Contract Anniversary, minus the GAV
       adjusted partial withdrawal taken in the third Contract Year =
       $135,000 - $20,000 = $115,000
     (D)the Contract Value on the third Contract Anniversary = $150,000
     The GAV on the third Contract Anniversary......................$150,000

APPLYING THE GAV BENEFIT:
o On the fifth Contract Anniversary, the Contract Value is $105,000. The
  initial GAV is $100,000. We subtract all the GAV adjusted partial withdrawals
  taken in the last five years ($20,000), for a total of $80,000. The fifth
  anniversary Contract Value is greater than the initial GAV adjusted for the
  partial withdrawal taken in the third year, so there is no True Up on the
  fifth Contract Anniversary.
o On the sixth Contract Anniversary, the Contract Value is $108,000. The
  GAV established five years ago on the first Contract Anniversary is $120,000.
  We subtract all the GAV adjusted partial withdrawals taken in the last five
  years ($20,000), for a total of $100,000. The sixth anniversary Contract Value
  is greater than the GAV from the first Contract Anniversary adjusted for the
  partial withdrawal taken in the third year, so there is no True Up on the
  sixth Contract Anniversary.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       79

o On the seventh Contract Anniversary, the Contract Value is $110,000. The
  GAV established five years ago on the second Contract Anniversary is $135,000.
  We subtract all the GAV adjusted partial withdrawals taken in the last five
  years ($20,000), for a total of $115,000. The seventh anniversary Contract
  Value is less than the GAV from the second Contract Anniversary adjusted for
  the partial withdrawal taken in the third year, so we will True Up the
  Contract Value to equal this amount by applying $5,000 to the Investment
  Options on the seventh Contract Anniversary.

Application of the GAV Benefit in tabular form:

<TABLE>
<CAPTION>
            CONTRACT VALUE   GAV     CONTRACT VALUE GUARANTEED UNDER THE GAV BENEFIT (DOES NOT    GAV TRUE UP (DOES NOT   CONTRACT
                                             APPLY UNTIL THE 5TH CONTRACT ANNIVERSARY)             APPLY UNTIL THE 5TH      VALUE
                                                                                                  CONTRACT ANNIVERSARY)   AFTER GAV
                                                                                                                           TRUE UP
<S>         <C>            <C>      <C>                                                          <C>                      <C>
Initial           $100,000 $100,000                                                            -                        -         -
1st               $120,000 $120,000                                                            -                        -         -
Contract
Anniversary
2nd               $135,000 $135,000                                                            -                        -         -
Contract
Anniversary
3rd               $150,000 $150,000                                                            -                        -         -
Contract
Anniversary
4th               $135,000 $150,000                                                            -                        -         -
Contract
Anniversary
5th               $105,000 $150,000                                                    $  80,000                     None  $105,000
Contract
Anniversary
6th               $108,000 $150,000                                                     $100,000                     None  $108,000
Contract
Anniversary
7th               $110,000 $150,000                                                     $115,000                   $5,000  $115,000
Contract
Anniversary
</TABLE>


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       80

APPENDIX D - DEATH BENEFIT CALCULATION EXAMPLES
o You purchased a May 2007 Contract with an initial Purchase Payment of
  $100,000. You chose not to include the Living Guarantees and you allocated
  your entire Purchase Payment to the Investment Options. You are the only Owner
  and are age 69 or younger on the Issue Date. You make no additional Purchase
  Payments.
o You take a partial withdrawal of $20,000 in the tenth Contract Year when
  the Contract Value on the date of (but before the partial withdrawal) is
  $160,000. The withdrawal charge period on the initial Purchase Payment has
  expired so there is no withdrawal charge on this partial withdrawal.
o The Contract Value on the tenth Contract Anniversary is $140,000.

NOTE: We calculate the MAV only for Contracts with the Enhanced GMDB. The M&E
charges are higher for Contracts with the Enhanced GMDB than for Contracts with
the Traditional GMDB. If the differences in these charges were reflected in
these examples, the Contract Values would be lower for Contracts with the
Enhanced GMDB than for Contracts with the Traditional GMDB.

IF YOU SELECTED THE TRADITIONAL GMDB:
We calculate the death benefit on the tenth Contract Anniversary as the
  greater of:
1)Contract Value............................................................
  $140,000
2)The Traditional GMDB value:
  Total Purchase Payments received.................................$100,000
     Reduced by the GMDB adjusted partial withdrawal..............-   20,000
       .............................................................$ 80,000
The GMDB adjusted partial withdrawal for (2) above is equal to:
  The amount of the partial withdrawal................... $ 20,000
  Multiplied by the greater of a) or b) where:
     a)is one, and
     b)is the ratio of the death benefit divided by the Contract Value
on the date of (but before) the partial withdrawal = $160,000/$160,000 =
       1..................................................x      1
  Total GMDB adjusted partial withdrawal..................$ 20,000
Therefore, the death benefit that would be payable as of the tenth
  Contract Anniversary is the $140,000 Contract Value.
IF YOU SELECTED THE OPTIONAL ENHANCED GMDB:
The following details how we calculate the MAV on the first nine Contract
  Anniversaries:
                          CONTRACT VALUE   MAV
                         -------------------------
 1st Contract Anniversary       $110,000 $110,000
 2nd Contract Anniversary       $118,000 $118,000
 3rd Contract Anniversary       $116,000 $118,000
 4th Contract Anniversary       $122,000 $122,000
 5th Contract Anniversary       $120,000 $122,000
 6th Contract Anniversary       $141,000 $141,000
 7th Contract Anniversary       $147,000 $147,000
 8th Contract Anniversary       $155,000 $155,000
 9th Contract Anniversary       $162,000 $162,000

o On the Issue Date, the MAV is equal to total Purchase Payments
  ($100,000).
o On the first Contract Anniversary the Contract Value is $110,000,
  which is greater than the MAV from the immediately preceding Business
  Day ($100,000), so the MAV increases to $110,000.
o On the second Contract Anniversary the Contract Value is
  $118,000, which is greater than the MAV from the immediately preceding
  Business Day ($110,000), so the MAV increases to $118,000.
o On the third Contract Anniversary the Contract Value is $116,000,
  which is less than the MAV from the immediately preceding Business Day
  ($118,000), so the MAV does not change.
o On the fourth Contract Anniversary the Contract Value is
  $122,000, which is greater than the MAV from the immediately preceding
  Business Day ($118,000), so the MAV increases to $122,000.
o On the fifth Contract Anniversary the Contract Value is $120,000,
  which is less than the MAV from the immediately preceding Business Day
  ($122,000), so the MAV does not change.


The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       81

o On the sixth, seventh, eighth and ninth Contract Anniversaries
  the Contract Value is greater than the MAV from the immediately
  preceding Business Day, so the MAV increases to equal the Contract
  Value.
We calculate the death benefit on the tenth Contract Anniversary as the
  greater of:
1)Contract Value............................................................
  $140,000
2)The Traditional GMDB value:
  Total Purchase Payments received..................................$100,000
     Reduced by the GMDB adjusted partial withdrawal...............-  20,250
           .........................................................$ 79,750
3)The Enhanced GMDB value:
  The MAV on the ninth Contract Anniversary.........................$162,000
     Reduced by the GMDB adjusted partial withdrawal...............-  20,250
           .........................................................$141,750
The GMDB adjusted partial withdrawal for (2) and (3) above is equal to:
  The amount of the partial withdrawal....................$ 20,000
  Multiplied by the greater of a) or b) where:
     a)is one, and
     b)is the ratio of the death benefit divided by the Contract Value
on the date of (but before) the partial withdrawal = $162,000/$160,000 =
       1.0125.............................................x 1.0125
  Total GMDB adjusted partial withdrawal..................$ 20,250
Therefore, the death benefit that would be payable as of the tenth
  Contract Anniversary is the $141,750 MAV.


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       82

APPENDIX E - WITHDRAWAL CHARGE EXAMPLES
All of the following examples assume you purchased a May 2007 Contract with an
initial Purchase Payment of $100,000, you selected the Living Guarantees with
the GAV Benefit, and you made no additional Purchase Payments. The partial
withdrawal privilege for each Contract Year is 10% of your total Purchase
Payments, less previous withdrawals taken under the partial withdrawal
privilege, GWB, or as a RMD payment in the same Contract Year, and before any
MVA. Any unused partial withdrawal privilege in one Contract Year does not carry
over to the next Contract Year. This means at the beginning of each Contract
Year, there would be at least $10,000 available under the partial withdrawal
privilege. The maximum amount available under the GWB is the lesser of the
partial withdrawal privilege ($10,000) or the remaining GWB value (total
Purchase Payments less GWB adjusted partial withdrawals). There is no MVA to any
of the withdrawals in the following examples.

FULL WITHDRAWAL WHEN THE CONTRACT VALUE HAS DECLINED DUE TO A LOSS IN
  YOUR SELECTED INVESTMENT OPTIONS:
o You take a full withdrawal in the third Contract Year when the Contract
  Value is $90,000 and the withdrawal charge is 5.5%. You have taken no other
  withdrawals from the Contract.
o There are no Purchase Payments that are beyond the withdrawal charge
  period and the partial withdrawal privilege does not apply upon a full
  withdrawal. Because this is a full withdrawal, we assess the withdrawal charge
  against the entire Withdrawal Charge Basis.

We calculate the withdrawal charge as follows:
  The Withdrawal Charge Basis is total Purchase Payments, less any
  Purchase Payments withdrawn (excluding any penalty-free withdrawals),
  less any withdrawal charges = $100,000 - $0 - $0 =   $100,000
  Multiplied by the withdrawal charge........................x    5.5%
       .....................................................$    5,500
Therefore, we would withdraw $90,000 from the Contract and pay you $84,500
($90,000 less the $5,500 withdrawal charge). The full withdrawal will reduce the
total amount available under the GWB to zero.

PARTIAL WITHDRAWAL UNDER THE PARTIAL WITHDRAWAL PRIVILEGE FOLLOWED BY A
  FULL WITHDRAWAL:
o You take a partial withdrawal of $9,000 in the third Contract Year. The
  total amount available under the partial withdrawal privilege at this time is
  $10,000. The $9,000 withdrawn is not subject to a withdrawal charge and will
  not reduce the Withdrawal Charge Basis. The partial withdrawal will reduce the
  total amount available under the GWB by $9,000.
o You take a full withdrawal in the fourth Contract Year when the Contract
  Value is $90,000 and the withdrawal charge is 3%. At this time there are no
  Purchase Payments that are beyond the withdrawal charge period. Because this
  is a full withdrawal the partial withdrawal privilege does not apply and we
  will assess the withdrawal charge against the entire Withdrawal Charge Basis.

We calculate the withdrawal charge for the full withdrawal as follows:
  The Withdrawal Charge Basis is total Purchase Payments, less any
  Purchase Payments withdrawn (excluding any penalty-free withdrawals),
  less any withdrawal charges = $100,000 - $0 - $0 =   $100,000
  Multiplied by the withdrawal charge.......................x       3%
       .....................................................$    3,000
Therefore, upon the full withdrawal, we would withdraw $90,000 from the Contract
and pay you $87,000 ($90,000 less the $3,000 withdrawal charge). In this
example, your total distributions from the Contract after deducting the
withdrawal charges are $96,000. The full withdrawal will reduce the total amount
available under the GWB to zero.

PARTIAL WITHDRAWAL IN EXCESS OF THE PARTIAL WITHDRAWAL PRIVILEGE FOLLOWED
  BY A FULL WITHDRAWAL:
o You take a partial withdrawal of $15,000 in the third Contract Year when
  the withdrawal charge is 5.5%. The total amount available under the partial
  withdrawal privilege at this time is $10,000, so $5,000 of the withdrawal is
  subject to a withdrawal charge and will reduce the Withdrawal Charge Basis.


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       83

We calculate the withdrawal charge for the partial withdrawal as follows:
  The amount you will receive that is subject to a withdrawal
  charge$5,000........................................................
  Divided by (1 minus the withdrawal charge percentage).{divide} 0.945
  Total amount withdrawn........................................$5,291
  Total withdrawal charge (amount withdrawn minus the amount requested) =
     $5,291 - $5,000 =.........................................$   291
Therefore, we would withdraw $15,291 from the Contract and pay you $15,000. The
partial withdrawal will reduce the GWB by a minimum of $15,291. The reduction
will be greater if the Contract Value on the day of (but before) the partial
withdrawal is less than $100,000.

o Continuing the example, assume you take a full withdrawal in the fourth
  Contract Year when the Contract Value is $90,000 and the withdrawal charge is
  3%. At this time there are no Purchase Payments that are beyond the withdrawal
  charge period. Because this is a full withdrawal, the partial withdrawal
  privilege does not apply and we will assess the withdrawal charge against the
  entire Withdrawal Charge Basis.
We calculate the withdrawal charge for the full withdrawal as follows:
  The Withdrawal Charge Basis is total Purchase Payments, less any
  Purchase Payments withdrawn (excluding any penalty-free withdrawals),
  less any withdrawal charges = $100,000 - $5,000 - $291 =   $94,709
  Multiplied by the withdrawal charge........................x      3%
       .......................................................$  2,841
Therefore, upon the full withdrawal, we would withdraw $90,000 from the Contract
and pay you $87,159 ($90,000 less the $2,841 withdrawal charge). In this
example, your total distributions from the Contract after deducting the
withdrawal charges are $102,159. The full withdrawal will reduce the total
amount available under the GWB to zero.

A SERIES OF PARTIAL WITHDRAWALS UNDER THE PARTIAL WITHDRAWAL PRIVILEGE
  FOLLOWED BY A FULL WITHDRAWAL:
o You take the maximum amount available under the partial withdrawal
  privilege each year in the third, fourth, fifth and sixth Contract Years
  (total distributions = $40,000). The $40,000 withdrawn is not subject to a
  withdrawal charge and will not reduce the Withdrawal Charge Basis. However,
  the initial Purchase Payment will be beyond its withdrawal charge period
  beginning on the fourth Contract Anniversary, so from that point forward the
  Withdrawal Charge Basis is zero. These partial withdrawals are guaranteed by
  the GWB, and will reduce the GWB by $40,000. The total amount available under
  the GWB after these partial withdrawals is equal to $100,000 - $40,000 =
  $60,000.
o In the seventh Contract Year, the Contract Value is $9,000 and the
  maximum amount available under the GWB is $10,000. If you withdraw $10,000
  under the GWB in the seventh Contract Year, your Contract Value would drop to
  zero, but you could continue to take $10,000 each year for the next five years
  without incurring a withdrawal charge.


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009



<PAGE>
                                       84
FOR SERVICE OR MORE INFORMATION
In order to help you understand how your Contract Values vary over time and
under different sets of assumptions, we will provide you with certain
personalized illustrations upon request and free of charge. You can request
illustrations by contacting your registered representative. Illustrations
demonstrate how your Contract Value, cash surrender value and death benefits
change based on the investment experience of the Investment Options or the
hypothetical rate of return. The illustrations are hypothetical and may not be
used to project or predict investment results.

You can review and copy information about us, the Separate Account, the
prospectus and the SAI at the SEC's Public Reference Room in Washington, D.C.
You may obtain information about the operation of the Public Reference Room by
calling (202) 551-8090.

The SEC also maintains a website (http://www.sec.gov). The prospectus, the SAI
and other information about the Contract are available on the EDGAR database on
the SEC's website. If you do not have access to the website, you can get copies
of information from the website upon payment of a duplication fee by writing to:
  PUBLIC REFERENCE SECTION OF THE COMMISSION
  100 F Street, NE
  Washington, DC 20549

You can contact us at:
  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
  5701 Golden Hills Drive
  Minneapolis, MN 55416
  (800) 624-0197

If you need service (such as changes in Contract information, inquiry into
Contract Values, to request a withdrawal, etc.), please contact our Service
Center:
  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
  P.O. Box 561
  Minneapolis, MN 55440-0561
  (800) 624-0197


      The Allianz High Five[{R}] L Variable Annuity Contract Prospectus -
                  April 27, 2009, as revised October 26, 2009


                                       1

                      STATEMENT OF ADDITIONAL INFORMATION
                            ALLIANZ HIGH FIVE[TM] L
                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                       VARIABLE DEFERRED ANNUITY CONTRACT
                                   ISSUED BY
    ALLIANZ LIFE[{R}] VARIABLE ACCOUNT B (THE SEPARATE ACCOUNT)
                                      AND
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                          (ALLIANZ LIFE, WE, US, OUR)


                  APRIL 27, 2009, AS REVISED OCTOBER 26, 2009


This is not a prospectus. This Statement of Additional Information (SAI) should
be read in conjunction with the prospectus for the Contract, which is dated the
same date as this SAI. Definitions of capitalized terms can be found in the
glossary in the prospectus. The prospectus is incorporated in this SAI by
reference.

The prospectus for the Contract concisely sets forth information that a
prospective investor ought to know before investing. For a copy of the
Contract's prospectus, call or write us at:
                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            5701 Golden Hills Drive
                             Minneapolis, MN 55416
                                 (800) 624-0197

                               TABLE OF CONTENTS
                 ALLIANZ LIFE.......................................2
                 EXPERTS............................................2
                 LEGAL OPINIONS.....................................2
                 DISTRIBUTOR........................................2
                 REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE..3
                 FEDERAL TAX STATUS.................................3
                   General..........................................3
                   Diversification..................................4
                   Owner Control....................................4
                   Contracts Owned by Non-Individuals...............5
                   Income Tax Withholding...........................5
                   Required Distributions...........................5
                   Qualified Contracts..............................6
                 GUARANTEED PRINCIPAL VALUE (GPV) AND GUARANTEED
                 ACCOUNT VALUE (GAV) TRANSFERS......................7
                 ANNUITY PROVISIONS................................14
                   Annuity Units/Calculating Variable Annuity Payments14
                 MORTALITY AND EXPENSE RISK GUARANTEE..............14
                 FINANCIAL STATEMENTS..............................14
                 APPENDIX - CONDENSED FINANCIAL INFORMATION........15



                                                               HIGHFIVELSAI-1009


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009



<PAGE>
                                       2

ALLIANZ LIFE
Allianz Life is a stock life insurance company organized under the laws of the
state of Minnesota in 1896. We are a subsidiary of Allianz of America, Inc.
(AZOA), a financial holding company. AZOA is a subsidiary of Allianz SE, a
provider of integrated financial services. Allianz SE is headquartered in
Munich, Germany, and has sales outlets throughout the world. We offer fixed and
variable annuities, individual and group life insurance, and long-term care
insurance.

Allianz Life does not have a separate custodian for the assets owned through the
Separate Account. Most mutual fund shares are not in certificated form, and as
such, Allianz Life in effect acts as self custodian for the non-certificated
shares we own through the Separate Account.

EXPERTS
The financial statements of Allianz Life Variable Account B as of and for the
year or period ended December 31, 2008 (including the statements of changes in
net assets for each of the years or periods in the two year period then ended
and the financial highlights for each of the periods presented) and the
consolidated financial statements and supplemental schedules of Allianz Life
Insurance Company of North America as of December 31, 2008 and 2007 and for each
of the years in the three-year period ended December 31, 2008, included in this
SAI in reliance upon the report of KPMG LLP, independent registered public
accounting firm, appearing elsewhere herein, and upon the authority of said firm
as experts in accounting and auditing. The audit report covering the December
31, 2008 financial statements and supplemental schedules of Allianz Life
Insurance Company of North America refers to an adoption of Statement of
Financial Accounting Standards No. 157, Fair Value Measurements, effective
January 1, 2008. The principal business address of KPMG LLP is 4200 Wells Fargo
Center, Minneapolis, MN.

LEGAL OPINIONS
Stewart D. Gregg, Senior Securities Counsel of Allianz Life, has provided legal
advice on certain matters in connection with the issuance of the Contracts.

DISTRIBUTOR
Allianz Life Financial Services, LLC (Allianz Life Financial (previously
USAllianz Investor Services, LLC)), a wholly owned subsidiary of Allianz Life
Insurance Company of North America, acts as the distributor. Allianz Life
Financial does not sell the Contracts on a retail basis. Rather, Allianz Life
Financial enters into selling agreements with other third-party broker/dealers
registered under the Securities Exchange Act of 1934 (selling firms) for the
sale of the Contracts.

We pay commissions for sales of the Contracts. Allianz Life Financial passes
through most of the commissions it receives to selling firms for their sales.
Allianz Life Financial received sales compensation with respect to the Contracts
issued under Allianz Life Variable Account B in the following amounts during the
last three calendar years:

<TABLE>
<CAPTION>
CALENDAR YEAR      AGGREGATE AMOUNT OF        AGGREGATE AMOUNT OF COMMISSIONS RETAINED BY ALLIANZ LIFE FINANCIAL AFTER PAYMENTS TO
                   COMMISSIONS PAID TO                                           SELLING FIRMS
                 ALLIANZ LIFE FINANCIAL
<S>                  <C>                                        <C>
    2006             $207,968,987.55                            $0
    2007             $218,444,880.80                            $0
    2008             $198,319,091.42                            $0
</TABLE>

We may fund Allianz Life Financial's operating and other expenses including:
overhead; legal and accounting fees; registered representative training;
deferred compensation and insurance benefits for registered representatives;
compensation for the Allianz Life Financial management team; and other expenses
associated with the Contracts. We also pay for Allianz Life Financial's
operating and other expenses, including overhead, legal and accounting fees.

As described above, Allianz Life Financial sells its Contracts primarily through
"wholesaling", in which Allianz Life Financial sells contracts through a large
group of mostly non-affiliated broker/dealer firms. Currently, Allianz Life
Financial has agreements with approximately 1,112 retail broker/dealers to sell
its Contracts. All of the broker/dealer firms except one are non-affiliated. As
described in the prospectus, Allianz Life Financial may pay marketing support
payments to certain of these firms for providing marketing support services in
the sale of the Contracts. Currently, Allianz Life Financial makes marketing
support payments to approximately 47 firms. These payments vary in amount. In
2008, the five firms receiving the largest payments, ranging from $522,495 to
$2,345,992, are listed below. Marketing support



  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009



<PAGE>
                                       3

payments may also be made to managers of Investment Options or their affiliates
for providing Investment Option information and marketing support.

     FIRM NAME
----------------------------------
 1   LPL Financial Network
 2   AIG Advisor Group
 3   National Planning Holdings
 4   H D Vest Investment Services
 5   Wachovia Securities

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE
We may reduce or eliminate the amount of the withdrawal charge on the Contracts
when Contract sales are made to individuals or to a group of individuals in a
manner that results in savings of sales expenses. We will determine the
entitlement to a reduction of the withdrawal charge after examination of the
following factors:
o the size of the group;
o the total amount of Purchase Payments expected to be received from the
  group;
o the nature of the group for which the Contracts are purchased, and the
  persistency expected in that group (for example, the expectation that the
  Owners will continue to hold the Contracts for a certain period of time);
o the purpose for which the Contracts are purchased and whether that
  purpose makes it likely that expenses will be reduced; and
o any other circumstances which we believe to be relevant to determining
  whether reduced sales or administrative expenses may be expected.

None of these reductions are contractually guaranteed. We may eliminate the
withdrawal charge when the Contracts are issued to an officer, director or
employee of Allianz Life or any of its affiliates. We may reduce or eliminate
the withdrawal charge when the Contract is sold by a registered representative
appointed with Allianz Life to any members of his or her immediate family and
the commission is waived. In no event will any reduction or elimination of the
withdrawal charge be permitted where the reduction or elimination will be
unfairly discriminatory to any person.

FEDERAL TAX STATUS
NOTE: The following description is based upon our understanding of current
federal income tax law applicable to annuities in general. We cannot predict the
probability that any changes in such laws will be made. Purchasers are cautioned
to seek competent tax advice regarding the possibility of such changes. We do
not guarantee the tax status of the Contracts. Purchasers bear the complete risk
that the Contracts may not be treated as "annuity contracts" under federal
income tax laws. It should be further understood that the following discussion
is not exhaustive and that special rules not described herein may be applicable
in certain situations. Moreover, no attempt has been made to consider any
applicable state or other tax laws.

GENERAL
Section 72 of the Internal Revenue Code of 1986, as amended (the Code) governs
taxation of annuities in general. An Owner is generally not taxed on increases
in the value of a Contract until distribution occurs, either in the form of a
lump sum payment or as Annuity Payments. For a lump sum payment received as a
full withdrawal (total redemption) or death benefit, the recipient is taxed on
the portion of the payment that exceeds the cost basis of the Contract (your
investment). For Non-Qualified Contracts, this cost basis is generally the
Purchase Payments, while for Qualified Contracts there may be no cost basis. The
taxable portion of the lump sum payment is taxed at ordinary income tax rates. A
partial withdrawal results in tax on any gain in the Contract (for example, the
difference, if any, between the Contract Value immediately before the
withdrawal, unreduced by any charges, and the Contract's cash basis). Lump sum
withdrawals, whether partial or full, may also be subject to a federal penalty
tax equal to 10% of the taxable amount.

For Annuity Payments, the portion of each payment included in income equals the
excess of the payment over the exclusion amount. The exclusion amount for
Annuity Payments based on a variable Annuity Option is determined by dividing
the investment in the Contract (adjusted for any period certain or refund
guarantee) by the number of years over which the annuity is expected to be paid
(which is determined by Treasury Regulations). The exclusion amount for Annuity
Payments based on a fixed Annuity Option is determined by multiplying the
Annuity Payment by the ratio that the investment in the Contract (adjusted for
any period certain or refund guarantee) bears to the expected return under the


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       4

Contract. Annuity Payments received after the investment in the Contract has
been recovered (for example, when the total of the excludable amounts equal the
investment in the Contract) are fully taxable. The taxable portion of an Annuity
Payment is taxed at ordinary income tax rates. Partial Annuitizations are taxed
as partial withdrawals, not as Annuity Payments, until the entire Contract Value
has been applied to Annuity Payments. For certain types of Qualified Contracts
there may be no cost basis in the Contract within the meaning of Section 72 of
the Code. Owners, Annuitants and Beneficiaries under the Contracts should seek
competent financial advice about the tax consequences of any distributions.

We are taxed as a life insurance company under the Code. For federal income tax
purposes, the Separate Account is not a separate entity from us, and its
operations form a part of Allianz Life.

Although the likelihood of legislative changes is uncertain, there is always the
possibility that the tax treatment of the Contract could change by legislation
or otherwise. Consult a tax adviser with respect to legislative developments and
their effect on the Contract.

We have the right to modify the Contract in response to legislative changes that
could otherwise diminish the favorable tax treatment that annuity Owners
currently receive. We make no guarantee regarding the tax status of any contract
and do not intend the above discussion as tax advice.

DIVERSIFICATION
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not adequately
diversified in accordance with regulations prescribed by the United States
Treasury Department (Treasury Department). Disqualification of the Contract as
an annuity contract would result in the imposition of federal income tax to the
Owner with respect to earnings allocable to the Contract before the receipt of
Annuity Payments under the Contract. The Code contains a safe harbor provision
which provides that annuity contracts, such as the Contract, meet the
diversification requirements if, as of the end of each quarter, the underlying
assets meet the diversification standards for a regulated investment company and
no more than 55% of the total assets consist of cash, cash items, U.S.
government securities and securities of other regulated investment companies.

On March 2, 1989, the Treasury Department issued regulations (Treas. Reg. 1.817-
5) which established diversification requirements for the Investment Options
underlying variable contracts such as the Contract. The regulations amplify the
diversification requirements for variable contracts set forth in the Code and
provide an alternative to the safe harbor provision described above. Under these
regulations, an Investment Option will be deemed adequately diversified if:
o no more than 55% of the value of the total assets of the Investment
  Option is represented by any one investment;
o no more than 70% of the value of the total assets of the Investment
  Option is represented by any two investments;
o no more than 80% of the value of the total assets of the Investment
  Option is represented by any three investments; and
o no more than 90% of the value of the total assets of the Investment
  Option is represented by any four investments.

The Code provides that for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable contracts
by Section 817(h) of the Code have been met, "each United States government
agency or instrumentality shall be treated as a separate issuer."

We intend that all Investment Options underlying the Contracts will be managed
by the investment advisers in such a manner as to comply with these
diversification requirements.

OWNER CONTROL
The Treasury Department has indicated that the diversification regulations do
not provide guidance regarding the circumstances in which Owner control of the
investments of the Separate Account will cause the Owner to be treated as the
owner of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Contract. In certain circumstances, owners of
variable annuity contracts have been considered for federal income tax purposes
to be the owners of the assets of the separate account, supporting their
contracts due to their ability to exercise investment control over those assets.
When this is the case, the contract owners have been currently taxed on income
and gains attributable to the variable account assets. There is little guidance
in this area, and some features of our Contracts, such as the flexibility of an
Owner to allocate Purchase Payments and transfer amounts among the investment
divisions of the Separate Account, have not been explicitly addressed in
published rulings. While we believe that the Contracts do not


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       5

give Owners investment control over Separate Account assets, we reserve the
right to modify the Contracts as necessary to prevent an Owner from being
treated as the owner of the Separate Account assets supporting the Contract.

CONTRACTS OWNED BY NON-INDIVIDUALS
Under Section 72(u) of the Code, the investment earnings on Purchase Payments
for the Contracts will be taxed currently to the Owner if the Owner is a non-
individual, for example, a corporation or certain other entities. Such Contracts
generally will not be treated as annuities for federal income tax purposes.
However, this treatment is not applied to Contracts held by a trust or other
entity as an agent for an individual or to Contracts held by qualified
retirement plans. Purchasers should consult a tax adviser before purchasing a
Contract to be owned by a non-individual.

INCOME TAX WITHHOLDING
All distributions or the portion thereof which is included in the gross income
of the Owner are subject to federal income tax withholding. Generally, amounts
are withheld from periodic payments at the same rate as wages and at the rate of
10% from non-periodic payments. However, the Owner, in most cases, may elect not
to have taxes withheld or to have withholding done at a different rate.

Certain distributions from retirement plans qualified under Section 401 of the
Code, which are not directly rolled over to another eligible retirement plan or
individual retirement account or Individual Retirement Annuity, are subject to a
mandatory 20% withholding for federal income tax. The 20% withholding
requirement generally does not apply to:
o a series of substantially equal payments made at least annually for the
  life or life expectancy of the participant or joint and last survivor
  expectancy of the participant and a designated Beneficiary, or for a specified
  period of ten years or more; or
o distributions which are required minimum distributions; or
o the portion of the distributions not included in gross income (for
  example, returns of after-tax contributions); or
o hardship withdrawals.

Participants should consult a tax adviser regarding withholding requirements.

REQUIRED DISTRIBUTIONS
In order to be treated as an annuity contract for federal income tax purposes,
Section 72(s) of the Code requires any non-qualified contract to contain certain
provisions specifying how your interest in the contract will be distributed in
the event of the death of an owner. Specifically, with regard to this Contract,
Section 72(s) requires that:
o if any Owner dies on or after the Income Date, but before the time the
  entire interest in the Contract has been distributed, the entire interest in
  the Contract will be distributed at least as rapidly as under the method of
  distribution being used as of the date of such Owner's death; and
o if any Owner dies before the Income Date, the entire interest in the
  Contract will be distributed within five years after the date of such Owner's
  death.

These requirements will be considered satisfied as to any portion of an Owner's
interest which is payable to or for the benefit of a designated Beneficiary and
which is distributed over the life of such designated Beneficiary or over a
period not extending beyond the life expectancy of that Beneficiary, provided
that such distributions begin within one year of the Owner's death. The
designated Beneficiary refers to an individual designated by the Owner as a
Beneficiary and to whom ownership of the Contract passes by reason of death.
However, if the designated Beneficiary is the surviving spouse of the deceased
Owner, the Contract may be continued with the surviving spouse as the new Owner.
If the Owner is a non-individual, then the death or change of an Annuitant is
treated as the death of the Owner.

Non-Qualified Contracts contain provisions that are intended to comply with
these Code requirements, although no regulations interpreting these requirements
have yet been issued. We intend to review such provisions and modify them if
necessary to assure that they comply with the applicable requirements when such
requirements are clarified by regulation or otherwise.

Other rules may apply to Qualified Contracts.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       6

QUALIFIED CONTRACTS
The Contract is designed to be suitable for use under various types of qualified
plans. Because of the minimum Purchase Payment requirements, these Contracts may
not be appropriate for some periodic payment retirement plans. Taxation of
participants in each Qualified Contract varies with the type of plan and terms
and conditions of each specific plan. Owners, Annuitants and Beneficiaries are
cautioned that benefits under a Qualified Contract may be subject to the terms
and conditions of the plan regardless of the terms and conditions of the
Contracts issued pursuant to the plan. Some retirement plans are subject to
distribution and other requirements that are not incorporated into our
administrative procedures. We are not bound by the terms and conditions of such
plans to the extent such terms conflict with the terms of a Contract, unless we
specifically consent to be bound. Owners, participants and Beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contracts comply with applicable law.

General descriptions of the types of qualified plans with which the Contracts
may be used can be found in the prospectus. Such descriptions are not exhaustive
and are for general informational purposes only. The tax rules regarding
qualified plans are very complex and will have differing applications, depending
on individual facts and circumstances. Each purchaser should obtain competent
tax advice before purchasing a Contract issued under a qualified plan.

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Contracts sold by us in connection with
qualified plans may utilize annuity tables that do not differentiate on the
basis of sex. These annuity tables will also be available for use in connection
with certain non-qualified deferred compensation plans.

Qualified plans include special provisions restricting Contract provisions that
may otherwise be available and described in this SAI. Generally, Contracts
issued pursuant to qualified plans are not transferable except upon withdrawal
or annuitization. Various penalty and excise taxes may apply to contributions or
distributions made in violation of applicable limitations. Furthermore, certain
withdrawal penalties and restrictions may apply to withdrawals from Qualified
Contracts.

Many withdrawals from Qualified Contracts can be rolled over to an IRA or
another qualified retirement plan. If you receive a withdrawal from a Qualified
Contract that could be rolled over and you do not elect to make a direct
rollover of that amount to an IRA or qualified plan, by law 20% of the taxable
amount must be withheld by us for taxes. In situations where this mandatory tax
withholding does not apply, other tax amounts may be withheld unless you elect
out of the withholding. You may request more detailed information about income
tax withholding at the time of a withdrawal. For more information see prospectus
section 8, Taxes - Distributions - Qualified Contracts.

PENSION AND PROFIT-SHARING PLANS. Sections 401(a) and 401(k) of the Code permit
employers, including self-employed individuals, to establish various types of
retirement plans for employees. These retirement plans may permit the purchase
of the Contracts to provide benefits under the plan. Contributions to the plan
for the benefit of employees will not be included in the gross income of the
employee until distributed from the plan. The tax consequences to participants
may vary, depending upon the particular plan design. However, the Code places
limitations and restrictions on all plans, including on such items as: amount of
allowable contributions; form, manner and timing of distributions;
transferability of benefits; vesting and nonforfeitability of interests;
nondiscrimination in eligibility and participation; and the tax treatment of
distributions and withdrawals. Participant loans are not allowed under the
Contracts purchased in connection with these plans. For more information see
prospectus section 8, Taxes - Qualified Contracts.

Purchasers of Contracts for use with pension or profit-sharing plans should
obtain competent tax advice as to the tax treatment and suitability of such an
investment. We may choose not to allow pension or profit-sharing plans to
purchase this Contract.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       7

GUARANTEED PRINCIPAL VALUE (GPV) AND GUARANTEED ACCOUNT VALUE (GAV) TRANSFERS
To make the GPV and GAV Benefits available we monitor your Contract Value daily
and periodically transfer amounts between your selected Investment Options and
the FPAs. We determine the amount and timing of GPV or GAV Transfers between the
Investment Options and the FPAs according to a mathematical model.

The mathematical model uses the following formula to compute d, the percentage
of Contract Value to be allocated to the Investment Options:
d  =  N{[ln (C / G) + (r + s[2] / 2) {multiply}  t] / [s {multiply} {radical}t]}

where:

 NOTATION DESCRIPTION
    C     Contract Value
    G     Adjusted Guarantee
    r     Credited Rate
    s     Adjusted Volatility
    t     Time Remaining
    d     Percentage of Contract Value in Investment Options
    N     Cumulative Standard Normal Distribution function
    ln    Natural Logarithm function

Following is a more detailed discussion of the values used in the formula.
The CONTRACT VALUE includes Contract Value both in the Investment Options and in
the FPAs.

The ADJUSTED GUARANTEE for a given GPV or GAV, is the dollar value of the GPV or
GAV adjusted upward to reflect the current anticipated price of the guarantee.
This adjustment takes into account the following factors: the time (in years)
until the guarantee (the GPV or GAV) becomes available; the rate currently
credited to the FPAs; and the current Contract Value as compared to the GPV or
GAV. In mathematical terms, the adjusted guarantee (G) equals g multiplied by w,
where g represents the dollar value of the GPV or GAV, and w is a factor that we
use to incorporate the current anticipated price of the guarantee into the GPV
or GAV Benefit.

o w is based upon a guarantee ratio, m, that we use to measure how "low" a
  Contract Value is relative to the GPV or GAV.
o m is the ratio of (a) the difference of the GPV or GAV minus the
  Contract Value, and (b) the difference of the GPV or GAV minus the present
  value of the GPV or GAV, discounted for the time (in years) until the GPV or
  GAV becomes available, at the interest rate credited to the FPAs. In
  mathematical terms, m = (g - C) / [g - (g / (1 + r)[t])]. The value of w and
  the corresponding guarantee ratio, m, are presented in Table 1 which appears
  later in this section. The values for w set forth in Table 1 are established
  on the Issue Date and are not changed for the life of the Contract. The values
  for w may change, however, for new Contracts issued in the future.

The CREDITED RATE is the interest rate credited to the currently available FPA.
The interest rate will never be less than the guaranteed rate stated in your
Contract.

The ADJUSTED VOLATILITY represents the volatility of the returns of Contract
Value for all in force Contracts - that is, all Separate Account assets plus all
general account assets that are allocated to the FPAs. This number is fixed at
Contract issue and will not change for the duration of the Contract. However we
may change the number for new Contracts issued in the future. You may contact
our Service Center to find out the Adjusted Volatility number that applies to
your Contract.

The TIME REMAINING for a given GPV or GAV is the number of years (including any
fraction) which remain until that GPV or GAV is applied and any True Up based on
that GPV or GAV is made.

The PERCENTAGE OF CONTRACT VALUE to be allocated to the Investment Options is
computed for each future GPV or GAV. Ultimately the allocation for a Contract
takes into account each future GPV or GAV, the limit on allocations to the FPAs
during the first two Contract Years, and whether the allocation materially
differs from previously computed allocations.

The CUMULATIVE STANDARD NORMAL DISTRIBUTION function assumes that random events
are distributed according to the classic bell curve. For a given value it
computes the percentage of such events which can be expected to be less than
that value.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       8

The NATURAL LOGARITHM function for a given value, computes the power to which e
must be raised, in order to result in that value. Here, e is the base of the
natural logarithms, or approximately 2.718282.

The mathematical model uses d as follows.
If you have not reset the GPV or GAV, then during the first Contract Year there
is one GPV or GAV available on the fifth Contract Anniversary, during the second
Contract Year there is a second GPV or GAV available on sixth Contract
Anniversary, and so on. Beginning with the fifth Contract Year there are five
future GPVs or GAVs, each available on a different Contract Anniversary.

We compute d for each future GPV or GAV (which can be as many as five). We take
the smallest of these ds and execute a GPV or GAV Transfer based on the
following.
o Whether the allocation differs sufficiently from the allocation we
  previously computed according to a specified margin that is set on the issue
  date and cannot be changed for the life of the Contract. (You may contact our
  Service Center to find out the margin that applies to your Contract.)
o Whether a GPV or GAV Transfer would exceed the limit of 50% of Purchase
  Payments that exists in the first two Contract Years.
o The number of transfers which have already occurred.

If you have not reset the GPV or GAV, then:
o At issue we compute d and use it as a baseline for comparison with
  allocations we compute on subsequent Business Days.
o After issue, and before the first GPV or GAV Transfer to the FPAs, on
  each Business Day we compute d and will execute a GPV or GAV Transfer to the
  FPAs if d is lower than the baseline by more than the specified margin.
o After issue, and after the first GPV or GAV Transfer to the FPAs has
  already occurred, on each Business Day we compute d and execute a GPV or GAV
  Transfer to the FPAs if d is lower than or higher than the baseline by the
  specified margin. If d is sufficiently below the baseline, the GPV or GAV
  Transfer will be to the FPAs. If d is sufficiently above the baseline, the GPV
  or GAV Transfer will be to the Investment Options.

If you have reset the GPV or GAV, then:
o On the reset date we compute d and use it as a baseline for comparison
  with allocations we compute on subsequent Business Days.
o After the reset date, and before the first GPV or GAV Transfer to the
  FPAs that occurs after the reset date, on each Business Day we compute d and
  execute a GPV or GAV Transfer to the FPAs if d is lower than the baseline by
  more than the specified margin.
o After the reset date, and after the first GPV or GAV Transfer to the
  FPAs that occurs after the reset date, on each Business Day we compute d and
  execute a GPV or GAV Transfer to the FPAs if d is lower than or higher than
  the baseline by the specified margin. If d is sufficiently below the baseline,
  the GPV or GAV Transfer will be to the FPAs. If d is sufficiently above the
  baseline, the GPV or GAV Transfer will be to the Investment Options.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       9

EXAMPLE 1: At issue, establish the baseline.

You purchase a May 2007 Contract with a single Purchase Payment of $100,000 and
select the Living Guarantees and the GAV Benefit. The first GAV is $100,000,
which will become available on the fifth anniversary. Assume the following
additional values.
o The interest rate credited to the ten-year FPA is 3%.
o The adjusted volatility of the Investment Options you selected is 16%.
o The specified margin is 5%.

For this example we have:
 VARIABLE  VALUE           DESCRIPTION
    C     $100,000 Contract Value
    g     $100,000 The dollar value of the GAV
    r       0.03   Credited Rate
    s       0.16   Adjusted Volatility
    t        5     Time Remaining

First, we compute m and w and G as follows.

m = (g - C) / [g - (g / (1 + r)[t])]

= ($100,000 - $100,000) / [$100,000 - ($100,000 / (1 + 0.03)[5])]

= 0 / [$100,000 - ($100,000 / 1.159274)]

= 0 / [$100,000 - $86,260.88]

= 0 / $13,739.12

= 0

We use the value of m (which is zero) to look up this value of w in Table 1
(which appears later in this section) and find that w is 1.08. The Adjusted
Guarantee G is w {multiply} g; or 1.08 {multiply} $100,000 = $108,000.

Now, we compute d as follows.

d =  N{[ln (C / G) + (r + s[2 ]/ 2) {multiply} t] / [s {multiply} {radical}t]}

=  N{[ln ($100,000 / $108,000) + (0.03 + 0.16[2 ]/ 2) {multiply} 5] / [0.16
{multiply} {radical}5]}

=  N{[ln (0.925926) + 0.0428 {multiply} 5] / [0.16 {multiply} 2.236068]}

=  N{[-0.076961 + 0.214] / [0.357771]}

=  N{0.383036}

=  0.649153 (approximately 65%).

Thus, at issue, the mathematical model has established a baseline allocation to
the Investment Options of about 65% of Contract Value.

Starting at issue we compute d daily and compare it to the baseline allocation.
Before the first GAV Transfer, the mathematical model will call for no
allocation to the FPAs until d on a given day falls below the baseline by more
than the specified margin of 5%.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       10

EXAMPLE 2: The first GAV Transfer to the FPAs.

Continuing Example 1, assume that 6 months after issue there have been no GAV
Transfers and that the Contract Value has fallen to $96,990.

Since there have been no GAV Transfers, the baseline remains 0.649153
(approximately 65%) as computed in Example 1.

For this example we have:
 VARIABLE  VALUE           DESCRIPTION
    C     $96,990  Contract Value
    g     $100,000 The dollar value of the GAV
    r       0.03   Credited Rate
    s       0.16   Adjusted Volatility
    t       4.5    Time Remaining

First, we compute m and w and G as follows.

m = (g - C) / [g - (g / (1 + r)[t])]

= ($100,000 - $96,990) / [$100,000 - ($100,000 / (1 + 0.03)[4.5])]

= $3,010 / [$100,000 - ($100,000 / 1.142267)]

= $3,010 / [$100,000 - $87,543.23]

= $3,010 / $12,454.77

= 0.241674

We we use the value of m (which is 0.241674) to look up this value of w in Table
1 and find that w is 1.08. The Adjusted Guarantee G is w {multiply} g; or 1.08
{multiply} $100,000 = $108,000.

Now we compute d as follows.

d = N{[ln (C / G) + (r + s[2] / 2) {multiply} t] / [s {multiply} {radical}t]}

= N{[ln ($96,990 / $108,000) + (0.03 + 0.16[2] / 2) {multiply} 4.5] / [0.16
{multiply} {radical}4.5]}

= N{[ln (0.898056) + 0.0428 {multiply} 4.5] / [0.16 {multiply} 2.121320]}

= N{[-0.107523 + 0.1926] / [0.339411]}

= N{0.250659}

= 0.598961 (approximately 60%).

As computed, d is less than the baseline by 0.598961 - 0.649153 = -0.050192, or
approximately -5.02%. Since there have been no previous GAV Transfers, and since
d is lower than the baseline by more than the specified margin of 5%, the
mathematical model calls for an first GAV Transfer to the FPAs.

The amount of the transfer will be such that, after the transfer, the percentage
Contract Value in the variable Investment Options is d, approximately 60%.

The mathematical model calls for 0.598961 {multiply} $96,990 = $58,093.26 to be
allocated to the Investment Options and the remaining Contract Value ($96,990 -
$58,093.26 = $38,896.74) to be allocated to the FPAs. The GAV Transfer to the
FPAs in the amount of $38,896.74 represents approximately 40.10% (i.e.,
$38,896.74 / $96,990) of Contract Value.

We establish a new baseline allocation for this Contract equal to d, or
0.598961.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       11

EXAMPLE 3: An additional GAV Transfer to the Investment Options.

Continuing Examples 1 and 2, assume that 10 months after issue the Contract has
experienced only the single GAV Transfer of Example 2 (no additional GAV
Transfers have occurred) and that the Contract Value has risen to $102,470.

Because there have been no GAV Transfers since that of Example 2, the baseline
remains at 0.598961.

In this example we have:
 VARIABLE  VALUE           DESCRIPTION
    C     $102,470 Contract Value
    g     $100,000 The dollar value of the GAV
    r       0.03   Credited Rate
    s       0.16   Adjusted Volatility
    t     4.166667 Time Remaining

First, we compute m and w and G as follows.

m = (g - C) / [g - (g / (1 + r)[t])]

= ($100,000 - $102,470) / [$100,000 - ($100,000 / ( 1 + 0.03)[4.166667])]

= -$2,470 / [$100,000 - ($100,000 / 1.131067)]

= -$2,470 / [$100,000 - $88,412.07]

= -$2,470 / $11,587.93

= -0.213153

We use the value of m (which is - 0.213153) to look up this value of w in Table
1 and find that w is 1.08. The Adjusted Guarantee G is w {multiply} g, or 1.08
{multiply} $100,000 = $108,000.

d = N{[ln (C / G) + (r + s[2] / 2) {multiply} t] / [s {multiply} {radical}t]}

= N{[ln($102,470 / $108,000) + (0.03 + 0.16[2] / 2) {multiply} 4.166667] / [0.16
{multiply} {radical}4.166667]}

= N{[ln (0.948796) + 0.0428 {multiply} 4.166667] / [0.16 {multiply} 2.041241]}

= N{[-0.052561 + 0.178333] / [0.326599]}

= N{0.385097}

= 0.649917 (approximately 65%).

As computed, d differs from the baseline by 0.649917 - 0.598961 = 0.050956 or
approximately 5.10%. Because d differs from the baseline by more than the
specified margin of 5%, the mathematical model calls for a GAV Transfer. Because
d is higher than the baseline, the GAV Transfer will be to the Investment
Options.

The amount of the transfer will be such that after the transfer the percentage
of Contract Value in the variable Investment Options is d, namely 64.99%.

The mathematical model calls for 0.649917 {multiply} $102,470 = $66,597.02 to be
allocated to the Investment Options and the remaining $102,470 - $66,597.02 =
$35,872.98 to be allocated to the FPAs.

As four months have passed since the GAV Transfer into the FPAs, the amount of
Contract Value in the FPAs is  $38,896.74 {multiply} 1.03[4/12 ]= $39,281.88.

The GAV Transfer to the Investment Options in the amount of $39,281.88 -
$35,872.98 = $3,408.90 represents approximately 3.33% (i.e., $3,408.90 /
$102,470) of Contract Value.

We establish a new baseline allocation for this Contract equal to d, or
0.649917.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       12

EXAMPLE 4: Expanding on the computation of w.

In the first three examples w has always been 1.08. This example shows how w may
differ from 1.08. Assume the following:
 VARIABLE  VALUE           DESCRIPTION
-----------------------------------------------
    C     $85,111  Contract Value
    g     $100,000 The dollar value of the GAV
    r       0.03   Credited Rate
    t        2     Time Remaining

In this example we compute m and w and G as follows.

m = (g - C) / [g - (g / (1 + r)[t])]

= ($100,000 - $85,111) / [$100,000 - ($100,000 / (1 + 0.03)[2])]

= $14,889 / [$100,000 - ($100,000 / 1.060900)]

= $14,889 / [$100,000 - 94,259.59]

= $14,889 / $5,740.41

= 2.593718

This value of m falls between 2.55 and 2.60 in Table 1. Therefore w will fall
between the two corresponding values of w, namely 2.0958 and 2.1558. Linear
interpolation reveals w to be approximately 2.148261. The Adjusted Guarantee G
is w {multiply} g, or 2.148261 {multiply} $100,000 = $214,826.10.

d = N{[ln (C / G) + (r + s[2 ]/ 2) {multiply} t] / [s {multiply} {radical}t]}

= N{[ln ($85,111 / $214,826.10) + (0.03 + 0.16[2 ]/ 2) {multiply} 2] / [0.16
{multiply} {radical}2]}

= N{[ln (0.396186) + 0.0428 {multiply} 2] / [0.16 {multiply} 1.414214]}

= N{[ -0.925873 + 0.085600] / [0.226274]}

= N{-3.713515}

= 0.000102 (approximately 0%).

This low value of d results both because the Contract Value of $84,111 is
substantially lower than the initial GAV of $100,000, and only two years remain
before this GAV becomes available. Therefore the mathematical model calls for an
allocation of 0.01% of Contract Value to the Investment Options, and an
allocation of 99.99% of Contract Value to the FPAs. Note that the model will not
call for a GAV Transfer unless d differs from the previously established
baseline by more than the specified margin (in these examples, 5%). Note also
that GAV Transfers to the FPAs will happen more often and there may be more
Contract Value allocated to the FPAs, than if we had not applied the adjustment.

In practice it is unlikely that the Contract Value would fall so far below the
GAV, because as a Contract Value falls toward and below the GAV, the
mathematical model calls for increasing allocations to the FPAs. Such
allocations mitigate the decline in the Contract Value relative to the decline
in the values of the Investment Options. However, in the event of a one-day
market crash, a Contract Value may fall precipitously relative to the guarantee
and such a low d could result. Additionally, when there is very little time
remaining until the GAV becomes available, such a low d may result even if the
Contract Value is not much lower than the guarantee.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       13

TABLE 1

We compute the Adjusted Guarantee to be the product of the guarantee times w:
G = g {multiply} w

where w is derived from the following table based on m. In turn m is given by:
m = (g - C) / [g - (g / (1 + r)[t])]

where:
 NOTATION                DESCRIPTION
----------------------------------------------------
    w     Worth Adjustment Applied to the Guarantee
    m     Guarantee Ratio
    G     Adjusted Guarantee
    C     Contract Value
    g     The dollar value of the GAV
    r     Credited Rate
    t     Time Remaining

For any m less than 0.725, use w = 1.08. For any m greater than five, use w =
8.6650.

   M     W      M     W      M    W
---------------------------------------
 0.000 1.0800  1.50 1.2893  3.5 3.6812
 0.700 1.0800  1.55 1.3114  3.6 3.9095
---------------           --
 0.725 1.0800  1.60 1.3349  3.7 4.1510
 0.750 1.0827  1.65 1.3597  3.8 4.4060
 0.775 1.0867  1.70 1.3860  3.9 4.6751
 0.800 1.0909  1.75 1.4137  4.0 4.9584
             --------------------------
 0.825 1.0951  1.80 1.4430  4.1 5.2565
 0.850 1.0996  1.85 1.4738  4.2 5.5696
 0.875 1.1042  1.90 1.5062  4.3 5.8983
 0.900 1.1089  1.95 1.5402  4.4 6.2428
 0.925 1.1139  2.00 1.5760  4.5 6.6036
             --------------------------
 0.950 1.1190  2.05 1.6135  4.6 6.9811
 0.975 1.1243  2.10 1.6529  4.7 7.3755
 1.000 1.1298  2.15 1.6940  4.8 7.7874
---------------           --
 1.025 1.1355  2.20 1.7371  4.9 8.2171
 1.050 1.1414  2.25 1.7821  5.0 8.6650
             ---------------
 1.075 1.1475  2.30 1.8291
 1.100 1.1538  2.35 1.8782
---------------           --
 1.125 1.1604  2.40 1.9294
 1.150 1.1671  2.45 1.9826
 1.175 1.1742  2.50 2.0381
             ---------------
 1.200 1.1814  2.55 2.0958
---------------           --
 1.225 1.1889  2.60 2.1558
 1.250 1.1966  2.65 2.2182
 1.275 1.2046  2.70 2.2829
 1.300 1.2129  2.75 2.3500
----------------------------
 1.325 1.2214  2.80 2.4196
 1.350 1.2303  2.85 2.4918
 1.375 1.2394  2.90 2.5665
 1.400 1.2487  2.95 2.6438
---------------           --
 1.425 1.2584  3.00 2.7238
             ---------------
 1.450 1.2684  3.05 2.8065
 1.475 1.2787  3.10 2.8920
 1.500 1.2893  3.15 2.9803
               3.20 3.0714
               3.25 3.1655
             ---------------
               3.30 3.2625
               3.35 3.3626
               3.40 3.4657
               3.45 3.5718
               3.50 3.6812


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       14

ANNUITY PROVISIONS
We base Annuity Payments upon the following:
o Whether you request fixed payments, variable payments, or a combination
  of both fixed and variable Annuity Payments.
o The adjusted Contract Value (Contract Value adjusted for any MVA) on the
  Income Date.
o The Annuity Option you select.
o The age of the Annuitant and any joint Annuitant.
o The sex of the Annuitant and any joint Annuitant where allowed.

We guarantee fixed Annuity Payments as to dollar amount and the amount does not
vary with the investment experience of an Investment Option. If you request
fixed Annuity Payments, the amount of adjusted Contract Value that you apply to
fixed Annuity Payments will be placed in our general account and it will not
participate in the investment experience of the Investment Options.

Variable payments are not predetermined as to dollar amount and will vary in
amount with the investment experience of the Investment Option(s) you select. We
use Annuity Units to determine the amount of any variable Annuity Payments you
elect to receive.

ANNUITY UNITS/CALCULATING VARIABLE ANNUITY PAYMENTS
The first Annuity Payment is equal to the amount of Contract Value you are
applying to variable Annuity Payments on the Income Date, divided first by
$1,000 and then multiplied by the appropriate variable annuity payout factor for
each $1,000 of value for the Annuity Option you selected.

We will then purchase a fixed number of Annuity Units on the Income Date for
each subaccount of the Investment Options you select. We do this by dividing the
amount of the first Annuity Payment among the subaccounts for your selected
Investment Options according to your most recent allocation instructions. We
then divide the amount in each subaccount by the Annuity Unit value for each
subaccount on the Income Date.

We determine the Annuity Unit value on each Business Day as follows:
o multiply the Annuity Unit value for the immediately preceding Business
  Day by the net investment factor for the current Business Day; and
o divide by the assumed net investment factor for the current Business
  Day.

The assumed net investment factor for the current Business Day is one plus the
annual AIR adjusted to reflect the number of calendar days that have elapsed
since the immediately preceding Business Day. We will allow an AIR of 3%, 5% or
7% based on your selection and applicable law.

Thereafter, the number of Annuity Units in each subaccount generally remains
unchanged unless you make a transfer. However, the number of Annuity Units will
change if Annuity Option 3 is in effect, one Annuitant dies, and the Owner
requests Annuity Payments at 75% or 50% of the previous payment amount. All
calculations will appropriately reflect the payment frequency you selected.

The Annuity Payment on each subsequent payment date is equal to the sum of the
Annuity Payments for each subaccount. We determine the Annuity Payment for each
subaccount by multiplying the number of Annuity Units allocated to the
subaccount by the Annuity Unit value for that subaccount on the payment date.

MORTALITY AND EXPENSE RISK GUARANTEE
Allianz Life guarantees that the dollar amount of each Variable Annuity Payment
after the first Annuity Payment will not be affected by variations in mortality
and expense experience.

FINANCIAL STATEMENTS
The audited consolidated financial statements of Allianz Life as of and for the
year ended December 31, 2008 included herein should be considered only as
bearing upon the ability of Allianz Life to meet its obligations under the
Contracts. The audited financial statements of the Separate Account as of and
for the year ended December 31, 2008 are also included herein.


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       15

APPENDIX - CONDENSED FINANCIAL INFORMATION
The consolidated financial statements of Allianz Life Insurance Company of North
America and the financial statements of Allianz Life Variable Account B are
found in this SAI.

Accumulation Unit value (AUV) information corresponding to the highest and
lowest combination of charges for Contracts is found in Appendix B to the
prospectus. AUV information listing the additional combinations of charges is
found below.

This information should be read in conjunction with the financial statements and
related notes of the Separate Account included in this SAI.

<TABLE>
<CAPTION>
KEY TO BENEFIT OPTION*                                                                         M&E CHARGES
<S>    <C>                                                                                     <C>
HI5L 2 Allianz High Five L - Contract with the Enhanced GMDB and No Living Guarantees or          1.85%
       Living Guarantees with the GPV Benefit......................
HI5L 3 Allianz High Five L - Contract with the Traditional GMDB and Living Guarantees with the    1.75%
       GAV Benefit.................................................
</TABLE>


The following Investment Options commenced operations under this Contract after
December 31, 2008. Therefore, no AUV information is shown for them: AZL Balanced
Index Strategy Fund; AZL International Index Fund; and AZL Moderate Index
Strategy Fund.

(Number of Accumulation Units in thousands)

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL AIM International Equity Fund
HI5L 2  1.85%
 12/31/2005    N/A 13.772        1
 12/31/2006 13.772 17.176       21
 12/31/2007 17.176 19.325       23
 12/31/2008 19.325 11.096        7
HI5L 3  1.75%
 12/31/2005    N/A 13.815       26
 12/31/2006 13.815 17.248      133
 12/31/2007 17.248 19.425      235
 12/31/2008 19.425 11.164      127
AZL BlackRock Capital Appreciation Fund
HI5L 2  1.85%
 12/31/2005    N/A 11.931        0
 12/31/2006 11.931 11.897        6
 12/31/2007 11.897 12.953       10
 12/31/2008 12.953  8.091        4
HI5L 3  1.75%
 12/31/2005    N/A 11.939       22
 12/31/2006 11.939 11.917       79
 12/31/2007 11.917 12.988      106
 12/31/2008 12.988  8.120       75
AZL Columbia Mid Cap Value Fund
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 10.046        2
 12/31/2007 10.046 10.241        3
 12/31/2008 10.241  4.810        2
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 10.053       66
 12/31/2007 10.053 10.259      126
 12/31/2008 10.259  4.823       63

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL Columbia Small Cap Value Fund
HI5L 2  1.85%
 12/31/2005    N/A 12.199        1
 12/31/2006 12.199 13.581        3
 12/31/2007 13.581 12.232        4
 12/31/2008 12.232  8.154        8
HI5L 3  1.75%
 12/31/2005    N/A 12.212       25
 12/31/2006 12.212 13.610       80
 12/31/2007 13.610 12.271       84
 12/31/2008 12.271  8.188       51
AZL Davis NY Venture Fund
HI5L 2  1.85%
 12/31/2005    N/A 11.529       20
 12/31/2006 11.529 12.893       37
 12/31/2007 12.893 13.180       45
 12/31/2008 13.180  7.698       11
HI5L 3  1.75%
 12/31/2005    N/A 11.571      112
 12/31/2006 11.571 12.953      360
 12/31/2007 12.953 13.255      451
 12/31/2008 13.255  7.749      340
AZL Dreyfus Equity Growth Fund
HI5L 2  1.85%
 12/31/2005    N/A  9.470        0
 12/31/2006  9.470 10.499        2
 12/31/2007 10.499 11.208       18
 12/31/2008 11.208  6.422        6
HI5L 3  1.75%
 12/31/2005    N/A  9.505       21
 12/31/2006  9.505 10.548       81
 12/31/2007 10.548 11.271      235
 12/31/2008 11.271  6.464      167

  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009

<PAGE>
                                       16

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL Eaton Vance Large Cap Value Fund
HI5L 2  1.85%
 12/31/2005    N/A 11.016       13
 12/31/2006 11.016 12.519       31
 12/31/2007 12.519 12.016       43
 12/31/2008 12.016  7.527       16
HI5L 3  1.75%
 12/31/2005    N/A 11.062      142
 12/31/2006 11.062 12.584      314
 12/31/2007 12.584 12.090      471
 12/31/2008 12.090  7.581      268
AZL Franklin Small Cap Value Fund
HI5L 2  1.85%
 12/31/2005    N/A 16.094        9
 12/31/2006 16.094 18.235       24
 12/31/2007 18.235 17.117       26
 12/31/2008 17.117 11.135        6
HI5L 3  1.75%
 12/31/2005    N/A 16.129       67
 12/31/2006 16.129 18.293      229
 12/31/2007 18.293 17.188      268
 12/31/2008 17.188 11.192      153
AZL Fusion Balanced Fund
HI5L 2  1.85%
 12/31/2005    N/A 10.598        3
 12/31/2006 10.598 11.391       22
 12/31/2007 11.391 11.976       61
 12/31/2008 11.976  8.530       36
HI5L 3  1.75%
 12/31/2005    N/A 10.605      466
 12/31/2006 10.605 11.410      986
 12/31/2007 11.410 12.009     1208
 12/31/2008 12.009  8.561      633
AZL Fusion Growth Fund
HI5L 2  1.85%
 12/31/2005    N/A 11.072       42
 12/31/2006 11.072 12.196      125
 12/31/2007 12.196 12.660      136
 12/31/2008 12.660  7.588       23
HI5L 3  1.75%
 12/31/2005    N/A 11.079      885
 12/31/2006 11.079 12.216     2624
 12/31/2007 12.216 12.694     2976
 12/31/2008 12.694  7.616     1228
AZL Fusion Moderate Fund
HI5L 2  1.85%
 12/31/2005    N/A 10.775       20
 12/31/2006 10.775 11.711       57
 12/31/2007 11.711 12.248       88
 12/31/2008 12.248  8.085       29
HI5L 3  1.75%
 12/31/2005    N/A 10.783     1134
 12/31/2006 10.783 11.731     2537
 12/31/2007 11.731 12.280     3976
 12/31/2008 12.280  8.114     1817

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL JPMorgan U.S. Equity Fund
HI5L 2  1.85%
 12/31/2005    N/A 11.101        2
 12/31/2006 11.101 12.489        3
 12/31/2007 12.489 12.724        5
 12/31/2008 12.724  7.659        2
HI5L 3  1.75%
 12/31/2005    N/A 11.114       24
 12/31/2006 11.114 12.515       91
 12/31/2007 12.515 12.764      150
 12/31/2008 12.764  7.691       57
AZL MFS Investors Trust Fund
HI5L 2  1.85%
 12/31/2005    N/A 12.209        5
 12/31/2006 12.209 13.518       17
 12/31/2007 13.518 14.693       18
 12/31/2008 14.693  8.638        8
HI5L 3  1.75%
 12/31/2005    N/A 12.217       79
 12/31/2006 12.217 13.541      194
 12/31/2007 13.541 14.733      251
 12/31/2008 14.733  8.670      255
AZL Money Market Fund
HI5L 2  1.85%
 12/31/2005    N/A 10.175        9
 12/31/2006 10.175 10.433       59
 12/31/2007 10.433 10.733      148
 12/31/2008 10.733 10.793      132
HI5L 3  1.75%
 12/31/2005    N/A 10.230      368
 12/31/2006 10.230 10.500      648
 12/31/2007 10.500 10.812     1375
 12/31/2008 10.812 10.884     1543
AZL OCC Opportunity Fund
HI5L 2  1.85%
 12/31/2005    N/A 13.865        1
 12/31/2006 13.865 15.201        4
 12/31/2007 15.201 16.247        7
 12/31/2008 16.247  8.428        1
HI5L 3  1.75%
 12/31/2005    N/A 13.909       15
 12/31/2006 13.909 15.264       39
 12/31/2007 15.264 16.331       64
 12/31/2008 16.331  8.480       32
AZL S&P 500 Index Fund
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.852        1
 12/31/2008  9.852  6.033        7
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.859       45
 12/31/2008  9.859  6.043      264

  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009

<PAGE>
                                       17

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL Schroder Emerging Markets Equity Fund
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 10.440        5
 12/31/2007 10.440 13.354       22
 12/31/2008 13.354  6.307        5
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 10.447       76
 12/31/2007 10.447 13.377      209
 12/31/2008 13.377  6.324      214
AZL Small Cap Stock Index Fund
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.301        0
 12/31/2008  9.301  6.305       12
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.307       20
 12/31/2008  9.307  6.316      153
AZL Turner Quantitative Small Cap Growth Fund
HI5L 2  1.85%
 12/31/2005    N/A 11.091        5
 12/31/2006 11.091 12.120        6
 12/31/2007 12.120 12.619        6
 12/31/2008 12.619  7.017        1
HI5L 3  1.75%
 12/31/2005    N/A 11.099       28
 12/31/2006 11.099 12.140       66
 12/31/2007 12.140 12.653       67
 12/31/2008 12.653  7.043       34
AZL Van Kampen Equity and Income Fund
HI5L 2  1.85%
 12/31/2005    N/A 11.292       16
 12/31/2006 11.292 12.473       32
 12/31/2007 12.473 12.618       36
 12/31/2008 12.618  9.424       17
HI5L 3  1.75%
 12/31/2005    N/A 11.304       60
 12/31/2006 11.304 12.500      192
 12/31/2007 12.500 12.658      284
 12/31/2008 12.658  9.463      178
AZL Van Kampen Global Real Estate Fund
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 12.015       11
 12/31/2007 12.015 10.770       17
 12/31/2008 10.770  5.727        6
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A 12.024      147
 12/31/2007 12.024 10.788      251
 12/31/2008 10.788  5.742      131

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
AZL Van Kampen Growth and Income Fund
HI5L 2  1.85%
 12/31/2005    N/A 12.095        3
 12/31/2006 12.095 13.761       10
 12/31/2007 13.761 13.865       14
 12/31/2008 13.865  9.138        4
HI5L 3  1.75%
 12/31/2005    N/A 12.145       73
 12/31/2006 12.145 13.832      166
 12/31/2007 13.832 13.950      231
 12/31/2008 13.950  9.204      128
AZL Van Kampen International Equity Fund
HI5L 2  1.85%
 12/31/2005    N/A 14.769       13
 12/31/2006 14.769 17.581       42
 12/31/2007 17.581 18.951       38
 12/31/2008 18.951 13.289       12
HI5L 3  1.75%
 12/31/2005    N/A 14.801       57
 12/31/2006 14.801 17.636      182
 12/31/2007 17.636 19.030      324
 12/31/2008 19.030 13.358      163
AZL Van Kampen Mid Cap Growth Fund
HI5L 2  1.85%
 12/31/2005    N/A 12.217        1
 12/31/2006 12.217 13.098       12
 12/31/2007 13.098 15.709       26
 12/31/2008 15.709  7.939       12
HI5L 3  1.75%
 12/31/2005    N/A 12.268       53
 12/31/2006 12.268 13.166      180
 12/31/2007 13.166 15.806      349
 12/31/2008 15.806  7.996      204


BlackRock Global Allocation V.I. Fund
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A    N/A      N/A
 12/31/2008    N/A  7.895       35
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A    N/A      N/A
 12/31/2008    N/A  7.901      271
Davis VA Financial Portfolio
HI5L 2  1.85%
 12/31/2005    N/A 14.236        2
 12/31/2006 14.236 16.562        4
 12/31/2007 16.562 15.274        4
 12/31/2008 15.274  8.042        6
HI5L 3  1.75%
 12/31/2005    N/A 14.313        5
 12/31/2006 14.313 16.668       30
 12/31/2007 16.668 15.387       31
 12/31/2008 15.387  8.110       58


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       18

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
Franklin Global Real Estate Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 53.500        4
 12/31/2006 53.500 63.334        4
 12/31/2007 63.334 49.197        4
 12/31/2008 49.197 27.821        1
HI5L 3  1.75%
 12/31/2005    N/A 54.377       21
 12/31/2006 54.377 64.435       44
 12/31/2007 64.435 50.103       24
 12/31/2008 50.103 28.362        5
Franklin Growth and Income Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 31.038        2
 12/31/2006 31.038 35.576        4
 12/31/2007 35.576 33.626        3
 12/31/2008 33.626 21.408        0
HI5L 3  1.75%
 12/31/2005    N/A 31.546       18
 12/31/2006 31.546 36.195       43
 12/31/2007 36.195 34.245       43
 12/31/2008 34.245 21.824       15
Franklin High Income Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 21.546        0
 12/31/2006 21.546 23.133        2
 12/31/2007 23.133 23.323        8
 12/31/2008 23.323 17.542        3
HI5L 3  1.75%
 12/31/2005    N/A 21.899       21
 12/31/2006 21.899 23.535      141
 12/31/2007 23.535 23.753      186
 12/31/2008 23.753 17.883       79
Franklin Income Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 37.683        9
 12/31/2006 37.683 43.742       25
 12/31/2007 43.742 44.549       41
 12/31/2008 44.549 30.762       11
HI5L 3  1.75%
 12/31/2005    N/A 38.301      147
 12/31/2006 38.301 44.503      528
 12/31/2007 44.503 45.369      885
 12/31/2008 45.369 31.359      405
Franklin Large Cap Growth Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 17.618        4
 12/31/2006 17.618 19.180       13
 12/31/2007 19.180 20.000        8
 12/31/2008 20.000 12.854        2
HI5L 3  1.75%
 12/31/2005    N/A 17.780       25
 12/31/2006 17.780 19.376       74
 12/31/2007 19.376 20.224       82
 12/31/2008 20.224 13.011       21

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
Franklin Rising Dividends Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 31.438        4
 12/31/2006 31.438 36.147        6
 12/31/2007 36.147 34.528        6
 12/31/2008 34.528 24.708        1
HI5L 3  1.75%
 12/31/2005    N/A 31.862       47
 12/31/2006 31.862 36.672       94
 12/31/2007 36.672 35.064       74
 12/31/2008 35.064 25.117       16
Franklin Small-Mid Cap Growth Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 20.572        2
 12/31/2006 20.572 21.951        3
 12/31/2007 21.951 23.969        5
 12/31/2008 23.969 13.530        1
HI5L 3  1.75%
 12/31/2005    N/A 20.771       19
 12/31/2006 20.771 22.186       41
 12/31/2007 22.186 24.250       28
 12/31/2008 24.250 13.702        6
Franklin Templeton VIP Founding Funds Allocation Fund
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.225        0
 12/31/2008  9.225  5.808        8
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A  9.230       96
 12/31/2008  9.230  5.816      295
Franklin U.S. Government Fund
HI5L 2  1.85%
 12/31/2005    N/A 22.474        4
 12/31/2006 22.474 22.949        6
 12/31/2007 22.949 24.015        5
 12/31/2008 24.015 25.362        4
HI5L 3  1.75%
 12/31/2005    N/A 22.842       34
 12/31/2006 22.842 23.348       79
 12/31/2007 23.348 24.457      132
 12/31/2008 24.457 25.855      196
Franklin Zero Coupon Fund 2010
HI5L 2  1.85%
 12/31/2005    N/A 34.163        0
 12/31/2006 34.163 34.448        0
 12/31/2007 34.448 36.728        2
 12/31/2008 36.728 38.756        2
HI5L 3  1.75%
 12/31/2005    N/A 34.722        5
 12/31/2006 34.722 35.047        7
 12/31/2007 35.047 37.405       12
 12/31/2008 37.405 39.510       21


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       19

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
Mutual Global Discovery Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 21.404        6
 12/31/2006 21.404 25.857       19
 12/31/2007 25.857 28.387       56
 12/31/2008 28.387 19.937       23
HI5L 3  1.75%
 12/31/2005    N/A 21.589       89
 12/31/2006 21.589 26.107      317
 12/31/2007 26.107 28.691      484
 12/31/2008 28.691 20.170      223
Mutual Shares Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 19.467       37
 12/31/2006 19.467 22.624       77
 12/31/2007 22.624 22.980       66
 12/31/2008 22.980 14.187       22
HI5L 3  1.75%
 12/31/2005    N/A 19.636      268
 12/31/2006 19.636 22.843      953
 12/31/2007 22.843 23.225     1470
 12/31/2008 23.225 14.353      694
OpCap Mid Cap Portfolio
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A  9.979        6
 12/31/2007  9.979 10.504        3
 12/31/2008 10.504  6.014        2
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A  9.986       19
 12/31/2007  9.986 10.521       74
 12/31/2008 10.521  6.030      143
Oppenheimer High Income Fund/VA
HI5L 2  1.85%
 12/31/2005    N/A 11.897        0
 12/31/2006 11.897 12.780        0
 12/31/2007 12.780 12.532        0
 12/31/2008 12.532  2.624        0
HI5L 3  1.75%
 12/31/2005    N/A 11.961        0
 12/31/2006 11.961 12.862        0
 12/31/2007 12.862 12.625        0
 12/31/2008 12.625  2.646        7
PIMCO VIT All Asset Portfolio
HI5L 2  1.85%
 12/31/2005    N/A 12.346        9
 12/31/2006 12.346 12.685       15
 12/31/2007 12.685 13.489       10
 12/31/2008 13.489 11.143        6
HI5L 3  1.75%
 12/31/2005    N/A 12.360      544
 12/31/2006 12.360 12.713      732
 12/31/2007 12.713 13.531      611
 12/31/2008 13.531 11.189      274

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
PIMCO VIT CommodityRealReturn Strategy Portfolio
HI5L 2  1.85%
 12/31/2005    N/A 11.003       12
 12/31/2006 11.003 10.467       18
 12/31/2007 10.467 12.662       19
 12/31/2008 12.662  6.987        6
HI5L 3  1.75%
 12/31/2005    N/A 11.011       76
 12/31/2006 11.011 10.485      240
 12/31/2007 10.485 12.696      368
 12/31/2008 12.696  7.012      213
PIMCO VIT Emerging Markets Bond Portfolio
HI5L 2  1.85%
 12/31/2005    N/A 10.895        5
 12/31/2006 10.895 11.687        4
 12/31/2007 11.687 12.140        7
 12/31/2008 12.140 10.178        4
HI5L 3  1.75%
 12/31/2005    N/A 10.902       44
 12/31/2006 10.902 11.707      117
 12/31/2007 11.707 12.172      129
 12/31/2008 12.172 10.215       36
PIMCO VIT Global Bond Portfolio (Unhedged)
HI5L 2  1.85%
 12/31/2005    N/A  9.321        5
 12/31/2006  9.321  9.576       21
 12/31/2007  9.576 10.315       15
 12/31/2008 10.315 10.040        2
HI5L 3  1.75%
 12/31/2005    N/A  9.327       38
 12/31/2006  9.327  9.592      109
 12/31/2007  9.592 10.343      248
 12/31/2008 10.343 10.077      134
PIMCO VIT High Yield Portfolio
HI5L 2  1.85%
 12/31/2005    N/A 12.215        1
 12/31/2006 12.215 13.083        3
 12/31/2007 13.083 13.293        5
 12/31/2008 13.293  9.977        2
HI5L 3  1.75%
 12/31/2005    N/A 12.281       38
 12/31/2006 12.281 13.167      128
 12/31/2007 13.167 13.392      193
 12/31/2008 13.392 10.061       82
PIMCO VIT Real Return Portfolio
HI5L 2  1.85%
 12/31/2005    N/A 11.233        6
 12/31/2006 11.233 11.106        8
 12/31/2007 11.106 12.064       13
 12/31/2008 12.064 11.007        7
HI5L 3  1.75%
 12/31/2005    N/A 11.257      119
 12/31/2006 11.257 11.141      221
 12/31/2007 11.141 12.114      305
 12/31/2008 12.114 11.064      204



  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009


<PAGE>
                                       20

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
PIMCO VIT Total Return Portfolio
HI5L 2  1.85%
 12/31/2005    N/A 12.934       22
 12/31/2006 12.934 13.187       26
 12/31/2007 13.187 14.078       30
 12/31/2008 14.078 14.482       17
HI5L 3  1.75%
 12/31/2005    N/A 13.004      134
 12/31/2006 13.004 13.271      347
 12/31/2007 13.271 14.182      449
 12/31/2008 14.182 14.604      354
SP International Growth Portfolio
HI5L 2  1.85%
 12/31/2005    N/A  7.152        0
 12/31/2006  7.152  8.437       10
 12/31/2007  8.437  9.866       10
 12/31/2008  9.866  4.795        0
HI5L 3  1.75%
 12/31/2005    N/A  7.184        0
 12/31/2006  7.184  8.484        0
 12/31/2007  8.484  9.930       26
 12/31/2008  9.930  4.831        2
SP Strategic Partners Focused Growth Portfolio
HI5L 2  1.85%
 12/31/2005    N/A  7.197        0
 12/31/2006  7.197  6.987        0
 12/31/2007  6.987  7.865        0
 12/31/2008  7.865  4.745        0
HI5L 3  1.75%
 12/31/2005    N/A  7.230        0
 12/31/2006  7.230  7.026        0
 12/31/2007  7.026  7.916        0
 12/31/2008  7.916  4.781        0

                                  Number of
                 AUV       AUV    Accumulation
          Period at        at     Units
          or     Beginn-   End    Outstanding
 Benefit  Year   ing of    of     at End of
 Option * Ended  of Period Period Period
--------- ------ --------- ------ ------------
----------------------------------------------
Investment Option
----------------------------------------------
Templeton Foreign Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 22.179        1
 12/31/2006 22.179 26.442        2
 12/31/2007 26.442 29.967        4
 12/31/2008 29.967 17.539        1
HI5L 3  1.75%
 12/31/2005    N/A 22.478       28
 12/31/2006 22.478 26.826       86
 12/31/2007 26.826 30.432       87
 12/31/2008 30.432 17.829       31
Templeton Global Bond Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A 29.822        5
 12/31/2008 29.822 31.090        4
HI5L 3  1.75%
 12/31/2005    N/A    N/A      N/A
 12/31/2006    N/A    N/A      N/A
 12/31/2007    N/A 30.371       37
 12/31/2008 30.371 31.695       66
Templeton Growth Securities Fund
HI5L 2  1.85%
 12/31/2005    N/A 23.120       11
 12/31/2006 23.120 27.648       25
 12/31/2007 27.648 27.775       38
 12/31/2008 27.775 15.725       15
HI5L 3  1.75%
 12/31/2005    N/A 23.382      187
 12/31/2006 23.382 27.989      680
 12/31/2007 27.989 28.146     1057
 12/31/2008 28.146 15.952      504


  The Allianz High Five[{R}] L Variable Annuity Contract SAI - April 27, 2009,
                           as revised October 26, 2009