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Exhibit 99(b)
























Stock Ownership


Net Worth


Liquidity
Provision




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4. Waivers. AIG hereby waives any failure or delay
on the part of Subsidiary in asserting or enforcing any of its
rights or in making any claims or demands hereunder.

5. Termination: Amendment. Subject to the
limitations contained in this paragraph 5, AIG shall have
the absolute right to terminate this Agreement upon 30 days
written notice to Subsidiary. This Agreement may be amended at
any time by written amendment or agreement signed by both
parties subject to the limitations contained in this
paragraph 5. Notwithstanding the amendment to or the
termination of this Agreement, the obligations of AIG under
paragraphs 1, 2 and 3 of this Agreement shall continue so
long as any policy written prior to the termination of this
Agreement is in force unless all policyholders of such policies
consent in writing to the contrary; provided,
however, that AIG shall have the right without the
consent of any such policyholders to terminate this Agreement in
the following circumstances:



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | upon transfer of the entire book of business of Subsidiary then
    outstanding to an entity with a rating, from Moodys
    Investors Service, Inc. (Moodys) or if
    Moodys shall not make such a rating available from a
    substitute agency which is a nationally recognized statistical
    rating organization, equivalent to or better than the rating of
    Subsidiary as supported by the Agreement at the time of such
    transfer;
|
| | b) | upon transfer or sale of Subsidiary to an entity with a rating,
    from Moodys or if Moodys shall not make such a
    rating available from a substitute agency which is a nationally
    recognized statistical rating organization, equivalent to or
    better than the rating of Subsidiary as supported by the
    Agreement at the time of such transfer or sale; or                                                                         
|
| | c) | upon the attainment by Subsidiary of a rating, from Moodys
    or if Moodys shall not make such a rating available from a
    substitute agency which is a nationally recognized statistical
    rating organization, without consideration of the support
    provided by the Agreement, equivalent to or better than the
    rating of Subsidiary as supported by the Agreement at such time.                                                     

6. Rights of Policyholders. Any policyholder holding
a policy issued by Subsidiary prior to the termination of this
Agreement shall have the right to demand that Subsidiary enforce
Subsidiarys rights under paragraphs 1, 2 and 3 of
this Agreement, and, if Subsidiary fails or refuses to take
timely action to enforce such rights or Subsidiary defaults in
any claim or other payment owed to any such policyholder when
due, such policyholder may proceed directly against AIG to
enforce Subsidiarys rights under paragraphs 1, 2 and
3 of this Agreement.

7. Notices. Any notice, instruction, request,
consent, demand or other communication required or contemplated
by this Agreement shall be in writing, shall be given or made or
communicated by United States first class mail, addressed as
follows:

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| |                   |                                                                                                                        
| | ----------------- | -----------------------------------------------------------------------------------------------------------------------
| | If to AIG:        | American International Group, Inc. Ltd. 
     70 Pine Street 
     New York, New York 10270 
     Attention: Treasurer 
|
| | If to Subsidiary: | Anchor National Life Insurance Company 
     1 SunAmerica Center, Century City 
     Los Angeles, California 90067-6022

8.     Successors. The
covenants, representations, warranties and agreements herein set
forth shall be mutually binding upon and inure to the mutual
benefit of AIG and its successors and Subsidiary and its
successors.

9.     Governing Law. This
Agreement shall be governed by the laws of the State of New York.

|                                |  |                                        
|------------------------------- |  | ---------------------------------------
|                               
|                               
|                               
|                               
|
|(SEAL)                          |  | AMERICAN INTERNATIONAL GROUP, INC.     
|                               
|                               
|                               
|                               
|                               
|
|Attest: /s/ Kathleen E. Shannon |  | By: /s/ Edward E. Matthew              
|                                |  |                                        
|                               
|                               
|                               
|                               
|                               
|
|(SEAL)                          |  | FIRST SUNAMERICA LIFE INSURANCE COMPANY
|                               
|Attest: /s/ Susan L. Harris     |  | By: /s/ James R. Belardi               
|                                |  |                                        

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