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AGREEMENT
BETWEEN
AMERICAN INTERNATIONAL GROUP, INC.
AND
FIRST SUNAMERICA LIFE INSURANCE COMPANY

This Agreement, made and entered into as of January 4,
1999, by and between American International Group, Inc., a
Delaware corporation (AIG), and First SunAmerica
Life Insurance Company, a New York corporation
(Subsidiary).

WITNESSETH:

WHEREAS, AIG is the ultimate beneficial owner of 100% of the
outstanding common stock of Subsidiary;

WHEREAS, Subsidiary has issued and intends to issue life
insurance policies, including annuities, (policies)
to third parties; and

WHEREAS, AIG and Subsidiary desire to take certain actions to
enhance and maintain the financial condition of Subsidiary as
hereinafter set forth in order to enable Subsidiary to issue
such policies:

NOW,
THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:

1.     Stock Ownership.
During the term of this Agreement, AIG will be the ultimate
beneficial owner of all of the capital stock of Subsidiary now
or hereafter issued and outstanding and AIG agrees that it will
not pledge, assign or otherwise encumber such capital stock.

2.     Net Worth. AIG
agrees that it shall cause Subsidiary to have at all times
during the term of this Agreement a policyholders surplus
of not less than one million dollars ($1,000,000) or such
greater amount as shall be sufficient to enable Subsidiary to
perform the obligations under any policy issued by Subsidiary.

3.     Liquidity
Provision. If, during the term of this Agreement,
Subsidiary needs funds not otherwise available to it to make
timely payment of its obligations under the policies or
otherwise, AIG shall provide, at the request of Subsidiary, such
funds in cash, either as equity or as a loan at AIGs
option, on a timely basis. If such funds are advanced to
Subsidiary as a loan, such loan shall be on such terms and
conditions, including maturity and rate of interest, as AIG and
Subsidiary shall agree.



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Waivers


Termination: Amendment provided however




| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | upon transfer of the entire book of business of Subsidiary then
    outstanding to an entity with a rating, for 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.                                                    

Rights of Policyholders


Notices










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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: |  | First SunAmerica Life Insurance Company
    1 SunAmerica Center, Century City
    Los Angeles, California 90067-6022
    Attention:  Principal Financial Officer

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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