REINSURANCE AGREEMENT




                                     between

                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                                Phoenix, Arizona,


                                       and


                     ANLIC INSURANCE COMPANY (HAWAII), LTD.
                                Honolulu, Hawaii




                           Dated as of August 1, 1999

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                                TABLE OF CONTENTS
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ARTICLE I

Definitions and Interpretation

Section 1.1.  Definitions . . . . . . . . . . . . . . . . . . . . . . . .     2
Section 1.2.  Other Definitional Provisions . . . . . . . . . . . . . . .    11

ARTICLE II

General Provision

Section 2.1.  Risks Reinsured . . . . . . . . . . . . . . . . . . . . . .    11
Section 2.2.  Coverages and Exclusions. . . . . . . . . . . . . . . . . .    11
Section 2.3.  Plan of Reinsurance; Modified Coinsurance . . . . . . . . .    11
Section 2.4.  Plan of Reinsurance; Yearly Renewable Term. . . . . . . . .    12
Section 2.5.  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .    12
Section 2.6.  Extra-Contractual Liability . . . . . . . . . . . . . . . .    12
Section 2.7.  Annuity Administration. . . . . . . . . . . . . . . . . . .    12
Section 2.8.  Inspection. . . . . . . . . . . . . . . . . . . . . . . . .    12
Section 2.9.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
Section 2.10. Proxy Tax Reimbursement . . . . . . . . . . . . . . . . . .    12
Section 2.11. Election to Determine Specified Policy Acquisition Expenses    13
Section 2.12. Condition . . . . . . . . . . . . . . . . . . . . . . . . .    13
Section 2.13. Misunderstandings and Oversights. . . . . . . . . . . . . .    13
Section 2.14. Adjustments . . . . . . . . . . . . . . . . . . . . . . . .    13
Section 2.15. Reinstatements. . . . . . . . . . . . . . . . . . . . . . .    13
Section 2.16. Currency. . . . . . . . . . . . . . . . . . . . . . . . . .    13
Section 2.17. Maintenance of CG YRT Retrocession Agreement; Successor YRT
  Retrocession Agreement. . . . . . . . . . . . . . . . . . . . . . . . .    13

ARTICLE III

Payments by Anchor

Section 3.1.  Initial Consideration . . . . . . . . . . . . . . . . . . .    15
Section 3.2.  Modco Reinsurance Premiums; Recapture Fee; YRT Reinsurance
  Premiums. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
Section 3.3.  Payment of Charges and Fixed Account Investment Spread. . .    15
Section 3.4.  Net Separate Account Transfer CARVM Reserve Adjustment. . .    15

ARTICLE IV

Payments by ANLIC (Hawaii): Commissions and Expenses

Section 4.1.  Ceding Commission . . . . . . . . . . . . . . . . . . . . .    16
Section 4.2.  Premium Tax . . . . . . . . . . . . . . . . . . . . . . . .    16
Section 4.3.  Allowance for Commissions . . . . . . . . . . . . . . . . .    16
Section 4.4.  Allowance for Expenses. . . . . . . . . . . . . . . . . . .    16
Section 4.5.  Anchor YRT Expense Recovery . . . . . . . . . . . . . . . .    17
Section 4.6.  Anchor YRT Reinsurance Premium Refund . . . . . . . . . . .    17
Section 4.7.  Net Fixed Account Transfer CARVM Reserve Adjustment . . . .    17
Section 4.8.  Negative Fixed Account Investment Spread. . . . . . . . . .    17
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ARTICLE V

Payments by ANLIC (Hawaii): Benefit Payments

Section 5.1.  Death Benefit Claim . . . . . . . . . . . . . .    17
Section 5.2.  Total Surrender . . . . . . . . . . . . . . . .    17
Section 5.3.  Partial Withdrawal. . . . . . . . . . . . . . .    18
Section 5.4.  Payout Annuity Payment; Annuity Benefit Payment    18
Section 5.5.  Claims Settlements. . . . . . . . . . . . . . .    18
Section 5.6.  Contested Death Benefit Claims. . . . . . . . .    18

ARTICLE VI

Reserve Adjustments

Section 6.1.  Initial Reserve Adjustment. . . . . . . . . . .    19
Section 6.2.  Modified Coinsurance Reserve Adjustment . . . .    19

ARTICLE VII

[Reserved]

ARTICLE VIII

Accounting and Settlements

Section 8.1.  Monthly Accounting Periods. . . . . . . . . . .    20
Section 8.2.  Reinsurance Servicer Reports. . . . . . . . . .    20
Section 8.3.  Initial Settlement. . . . . . . . . . . . . . .    20
Section 8.4.  Monthly Settlements . . . . . . . . . . . . . .    20
Section 8.5.  Amounts Due . . . . . . . . . . . . . . . . . .    21
Section 8.6.  Annual Accounting Reports . . . . . . . . . . .    21
Section 8.7.  Estimations . . . . . . . . . . . . . . . . . .    21
Section 8.8.  Delayed Payments. . . . . . . . . . . . . . . .    21
Section 8.9.  Form of Payment; Offset . . . . . . . . . . . .    21

ARTICLE IX

Duration and Recapture

Section 9.1.  ANLIC (Hawaii)'s Liability. . . . . . . . . . .    22
Section 9.2.  Termination . . . . . . . . . . . . . . . . . .    22
Section 9.3.  Recapture . . . . . . . . . . . . . . . . . . .    23
Section 9.4.  Recapture Payment . . . . . . . . . . . . . . .    23
Section 9.5.  Reduction of Reinsurance Percentage . . . . . .    23
Section 9.6.  No Deemed Recapture . . . . . . . . . . . . . .    23
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ARTICLE X

Terminal Accounting and Settlement

Section 10.1. Terminal Accounting. . . . . . . . . . . . . . . .    23
Section 10.2. Date . . . . . . . . . . . . . . . . . . . . . . .    23
Section 10.3. Settlement . . . . . . . . . . . . . . . . . . . .    24
Section 10.4. Supplementary Accounting and Settlement. . . . . .    24

ARTICLE XI

Insolvency

Section 11.1. In General . . . . . . . . . . . . . . . . . . . .    24

ARTICLE XII

Conditions to Effective Time

Section 12.1. Effective Time . . . . . . . . . . . . . . . . . .    25
Section 12.2. Condition Precedent to Reinsurance . . . . . . . .    25
Section 12.3. Additional Conditions Precedent to Effective Time.    26

ARTICLE XIII

Representation and Warranties

Section 13.1. Representations and Warranties of Anchor . . . . .    26
Section 13.2. Representations and Warranties of ANLIC (Hawaii) .    29

ARTICLE XIV

Covenants

Section 14.1. Anchor Internal Replacements . . . . . . . . . . .    30
Section 14.2. Anchor Current Practices . . . . . . . . . . . . .    31
Section 14.3. Anchor Other Reinsurance . . . . . . . . . . . . .    31
Section 14.4. Affirmative General Covenants of Anchor. . . . . .    31
Section 14.5. Reporting Requirements of Anchor . . . . . . . . .    33
Section 14.6. Negative Covenants of Anchor . . . . . . . . . . .    35
Section 14.7. Anchor Changes in Investment Funds, etc. . . . . .    35
Section 14.8. Negative Covenants of ANLIC (Hawaii) . . . . . . .    36

ARTICLE XV

Reserve Credit

Section 15.1. Security . . . . . . . . . . . . . . . . . . . . .    37
Section 15.2. Letters of Credit. . . . . . . . . . . . . . . . .    37
Section 15.3. Letters of Credit; Return of Excess Security . . .    37
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ARTICLE XVI

Events of Recapture

Section 16.1. Definition . . . . . . . . . .    37

ARTICLE XVII

Miscellaneous

Section 17.1. Parties to this Agreement. . .    38
Section 17.2. Assignment . . . . . . . . . .    38
Section 17.3. Counterparts . . . . . . . . .    38
Section 17.4. Notices. . . . . . . . . . . .    38
Section 17.5. Further Assurances . . . . . .    39
Section 17.6. No Waiver; Cumulative Remedies    39
Section 17.6  Amendment and Waiver . . . . .    39
Section 17.8. Entire Agreement . . . . . . .    39
Section 17.9. Governing Law. . . . . . . . .    40
Section 17.10.Consent to Jurisdiction. . . .    40
Section 17.11.Special Service of Process . .    40
Section 17.12 WAIVER OF JURY TRIAL . . . . .    40
Section 17.13 Headings . . . . . . . . . . .    40
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<PAGE>
                                   SCHEDULES

2.1      Annuities
3.3-1    Contractual  Charges
4.1      Form  of  ANLIC  (Hawaii)  Note
4.3      Commission  Schedule
8.2      Reinsurance  Servicer  Report
12.2     Opinion  of  Counsel  for  Anchor
13.1-1   Forms  of  Annuity  Agreements
13.1-2   Standing  Instructions
13.1-3   Methodology  for  Calculating  CARVM  Reserve
14.4     Fixed  Account  Segregated  Asset  Requirements  and  Procedures
14.6-1   Collection  Procedures
14.6-2   Allocation  Procedures

<PAGE>
     REINSURANCE  AGREEMENT,  dated  as  of  August  1,  1999 (the "Agreement"),
                                                                    ---------
between  Anchor National Life Insurance Company, an Arizona stock life insurance
company  ("Anchor"),  and ANLIC Insurance Company (Hawaii), Ltd., a Hawaii stock
           ------
captive  insurance  company  ("ANLIC  (Hawaii)").
                               ---------------

     WHEREAS, Anchor desires to reinsure certain risks under the Annuities (such
term and other capitalized terms are defined in Section 1.1), other than the Net
Amount  at Risk with respect to the Annuities, with ANLIC (Hawaii) on a modified
coinsurance  basis  as  set  forth  more  fully  in  this  Agreement;

     WHEREAS,  Anchor  desires  to  reinsure  the  Net  Amount at Risk under the
Annuities with ANLIC (Hawaii) on a yearly renewable term basis as set forth more
fully  in  this  Agreement;

     WHEREAS,  ANLIC  (Hawaii)  intends  to pay a Ceding Commission to Anchor by
delivery  of  the  ANLIC  (Hawaii)  Note  referred  to  in  Section  4.1;

     WHEREAS,  ANLIC (Hawaii) intends to retrocede all the risks reinsured under
this  Agreement  with  respect  to  the  Annuities  pursuant  to  a retrocession
agreement  (the  "AIC  Retrocession  Agreement")  with  Anchor Insurance Company
                  ----------------------------
(Hawaii),  Ltd.  ("AIC");
                   ---

     WHEREAS,  AIC will further retrocede the Net Amount at Risk reinsured under
the  AIC  Retrocession  Agreement  with  respect  to the Annuities pursuant to a
retrocession  agreement  (the  "ANLIC (Hawaii) YRT Retrocession Agreement") with
                                -----------------------------------------
ANLIC  (Hawaii)  on  a  yearly  renewable  term  basis;

     WHEREAS,  ANLIC  (Hawaii)  intends to further retrocede the risks reinsured
under  the  ANLIC  (Hawaii)  YRT Retrocession Agreement pursuant to an agreement
with Connecticut General Life Insurance Company on a yearly renewable term basis
(the "CG YRT Retrocession Agreement") or a Successor YRT Retrocession Agreement;
      -----------------------------

     WHEREAS, the Servicer will perform certain services pursuant to a servicing
agreement  dated  as  of  the  date  hereof  (the  "Servicing  Agreement");
                                                    --------------------

     WHEREAS,  ANLIC (Hawaii) will designate Citicorp North America, Inc. as its
agent  for  certain  purposes  under  this  Agreement  pursuant to a consent and
agreement  dated  as  of  the  date  hereof;  and

     WHEREAS, the foregoing transactions will take place at the same time and in
the  order  in  which  they  are  described  above.

                                        1
<PAGE>
     NOW, THEREFORE, in consideration of the representations and warranties made
herein  and  the  mutual covenants contained herein, the Parties hereto agree as
follows:

                                    ARTICLE I

                         Definitions and Interpretation
                         ------------------------------

     Section  1.1.  Definitions.  As  used herein for purposes of this Agreement
                    -----------
and  the  Schedules  hereto,  the  following terms have the following respective
meanings:

     "Accounting  Period":  as  defined  in  Section  8.1.
      ------------------

     "Adverse  Claim":  any  lien,  pledge,  hypothecation, security interest or
      --------------
other  charge  or  encumbrance,  any  reinsurance agreement or any other type of
preferential  arrangement  that  prefers  one  creditor  of a Person to another.

     "Affiliate":  of  a  Person  means  a  Person  that  directly or indirectly
      ---------
controls,  is con-trolled by, or is under common control with, the first Person.

     "Agreement":  as  defined  in  the  recitals  to  this  Agreement.
      ---------

     "AIC":  as  defined  in  the  recitals  to  this  Agreement.
      ---

     "AIC  Retrocession  Agreement":  as  defined  in  the  recitals  to  this
      ----------------------------
Agreement.
      ---

     "Allocation  Procedures":  those  administration  procedures  specified  in
      ----------------------
Schedule  14.6-2  in  effect on the date hereof as modified from time to time in
compliance  with  Section  14.6(d).

     "Allowances for Commissions":  the payment for reimbursement of commissions
      --------------------------
as  set  forth  in  Section  4.3.

     "Allowance  for  Expenses":  the payment for Annuity servicing as set forth
      ------------------------
in  Section  4.4.

     "Alternate  Base  Rate":  for  any  period, a fluctuating interest rate per
      ---------------------
annum as shall be in effect from time to time, which rate per annum shall at all
times  be  equal  to  the  higher  of:

     (a)  the  rate  of interest announced publicly by Citibank in New York, New
York,  from  time  to  time  as  Citibank's  base  rate;  or

     (b)  1/2  of  one  percent  above  the  latest three-week moving average of
secondary  market  morning  offering  rates in the United States for three-month
certificates  of  deposit  of  major  United  States  money  market  banks, such
three-week  moving  average  being determined weekly on each Monday (or, if such
day  is  not  a  Business  Day,  on  the  next  succeeding Business Day) for the
three-week  period ending on the previous Friday by Citibank (i) on the basis of
such  rates  reported  by  certificate  of  deposit  dealers

                                        2
<PAGE>
to  and  published  by  the  Federal  Reserve  Bank  of New York or (ii) if such
publication  shall  be  suspended  or terminated, on the basis of quotations for
such  rates  received  by  Citibank  from  three New York certificate of deposit
dealers  of  recognized standing selected by Citibank, in the case of clause (i)
or  (ii),  adjusted to the nearest 1/4 of one percent or, if there is no nearest
1/4  of  one  percent,  to  the  next  higher  1/4  of  one  percent.

     "Anchor":  as  defined  in  the  introductory paragraph of this Agreement.
      ------

     "Anchor  Annual  Reports":  as  defined  in  Section  13.1(e).
      -----------------------

     "Anchor's  Knowledge":  the  knowledge  (other than imputed or constructive
      -------------------
knowledge)  of  any  authorized  officer  of  Anchor  who  has the title of vice
president  or higher or an officer performing substantially the same function of
such  officer.

     "Anchor  Payment  Amounts":  the sum of (i) the amounts payable pursuant to
      ------------------------
Section 3.2(b), (ii) Charges payable pursuant to Section 3.3(i), (iii) any Fixed
Account  Investment  Spread  payable  pursuant  to  Section  3.3(ii),  (iv)  any
Recapture  Payment  payable pursuant to Section 9.4, and (v) any Replacement Fee
payable  pursuant  to  Section  14.1.

     "Anchor  Quarterly  Reports":  as  defined  in  Section  13.1(e).
      --------------------------

     "Anchor  Statutory  Financial  Statements":  as defined in Section 13.1(e).
      ----------------------------------------

     "Anchor  YRT  Expense  Recovery":  as  defined  in  Section  2.6.
      ------------------------------

     "Anchor  YRT  Reinsurance  Premium  Refund":  as  defined  in  Section 4.6
      -----------------------------------------

     "ANLIC  (Hawaii)":  as  defined  in  the  introductory  paragraph  of  this
      ---------------
Agreement.
      -

     "ANLIC  (Hawaii)  Note":  as  defined  in  Section  4.1.
      ---------------------

     "ANLIC (Hawaii) YRT Retrocession Agreement":  as defined in the recitals to
      -----------------------------------------
this  Agreement.

     "Annuities":  the  (i)  individual  variable  annuity  contracts  and group
      ---------
variable  annuity certificates identified in Schedule 2.1, as such contracts and
certificates  are  in  effect  and  are  reinsured  hereunder from time to time,
subject to Section 2.15, and (ii) the other annuity contracts reinsured pursuant
to  Section  14.1.

     "Annuity  Benefit  Payment":  as  defined  in  Section  5.4.
      -------------------------

     "Annuity  Benefits":  amounts  paid  by  Anchor  on  annuitization under an
      -----------------
Annuity.

     "Benefit Payments":  the amounts paid by Anchor for (i) Death Benefit Claim
      ----------------
Payments, (ii) Total Surrender Payments, (iii) Partial Withdrawal Payments; (iv)
Payout  Annuity  Payments;  and  (v)  Annuity  Benefit  Payments.

                                        3

<PAGE>
     "Business  Day":  each  day  on  which  (i)  dealings are carried on in the
      -------------
London  interbank market, and (ii) all of the following are open for business at
their  principal  offices  in the cities designated:  (x) Anchor in Los Angeles;
(y)  the  Custodian  in  North Quincy, Massachusetts, and (z) the New York Stock
Exchange  trading  floor  in  New  York  City.

     "CARVM  Reserve":  the  statutory  Commissioners  Annuity Reserve Valuation
      --------------
Method reserve required to be held by Anchor with respect to the Annuities under
the  laws  of  the  State  of  Arizona.

     "Ceding  Commission":  as  defined  in  Section  4.1.
      ------------------

     "CG  YRT  Retrocession  Agreement":  as  defined  in  the  recitals to this
      --------------------------------
Agreement.

     "Change":  as  defined  in  Section  14.7.
      ------

     "Charges":  the charges and deductions relating to the Annuities identified
      -------
in  Schedule  3.3-1  in  the  column  labeled  "Charges."

     "Citibank":  Citibank,  N.A.,  a  national  banking  association.
      --------

     "Code":  the  Internal  Revenue  Code  of  1986,  as  amended.
      ----

     "Collection  Procedures":  those  administration  procedures  specified  in
      ----------------------
Schedule  14.6-1  in  effect on the date hereof as modified from time to time in
compliance  with  Section  14.6(c).

     "Collections":  with  respect to any Charge, all cash collections and other
      -----------
cash  proceeds  of each Charge, provided that no amount earned or deemed to have
                                --------
been  earned  by Anchor on or with respect to any Charges prior to their payment
to  ANLIC (Hawaii) pursuant to Section 8.4. shall be deemed to be "Collections."

     "Contract  Change":  as  defined  in  Section  14.7.
      ----------------

     "Contractholder":  the  Person  who  is  the  owner  of  an  Annuity.
      --------------

     "Contract  Value":  for  an Annuity, the sum of the Fixed Account Value and
      ---------------
the  Separate  Account  Value.

     "Convention  Statement":  each  annual and quarterly financial statement of
      ---------------------
Anchor  as  filed  with  the  appropriate Governmental Authority of its state of
domicile,  as  such  form  may  be  amended  from  time  to time pursuant to the
requirements  of  such  Governmental  Authority.

     "Custodian":  State  Street  Bank  and  Trust  Company.
      ---------

     "Death  Benefit  Claim  Payment":  as  defined  in  Section  5.1.
      ------------------------------

     "Death  Benefit Claim":  a claim for death benefits during the accumulation
      --------------------
phase  in  respect  of  an  Annuity.

                                        4

<PAGE>
     "Death  Benefit  Surrender  Value":  the  accumulation value of the Annuity
      --------------------------------
reduced  by the surrender charge which would be applicable to the Annuity if the
Annuity  were  surrendered  on  the  same  date  the  death benefit liability is
incurred.

     "Department":  the Governmental Authority responsible for the regulation of
      ----------
the  insurance  business  of  Anchor  in  its  state  of  domicile.

     "Determination  Date":  as  defined  in  the  definition  of  Fixed Account
      -------------------
Coverage  Percentage.

     "Effective  Time":  as  defined  in  Section  12.1.
      ---------------

     "Event  of  Recapture":  as  defined  in  Section  16.1.
      --------------------

     "Excess  Fixed  Account  Transfers":  in  the  event that the Fixed Account
      ---------------------------------
Coverage  Percentage  changes  from a zero to a positive number in an Accounting
Period, an amount, determined at the end of such Accounting Period, equal to the
product  of  (i)  and  (ii),  where:

     (i)  is  the  Reinsurance  Percentage.

     (ii)  equals  the amount by which the aggregate Net Fixed Account Transfers
for  all  Annuities  from  the  Determination Date to the end of such Accounting
Period  is  greater  than  zero.

     "Excess  Separate  Account Transfers":  in the event that the Fixed Account
      -----------------------------------
Coverage  Percentage  changes  from  a  positive number to zero in an Accounting
Period,  an  amount,  determined  at the end of such Accounting Period, equal to
(ii)  minus  (i),  where:
      -----

     (i)  equals  the  product  of  (x)  and  (y),  where:

     (x)  equals  the  Fixed  Account Coverage Percentage at the end of the next
preceding  Accounting  Period.

     (y)  equals  the  Fixed  Account  Values  for  all  Annuities  plus
                                                                    ----

     (ii)  equals the Net Separate Account Transfers for such Accounting Period.

     "Extra-Contractual Liability":  liability (i) arising from the practices of
      ---------------------------
Anchor,  its  agents  or  representatives,  in  the  marketing,  sale, issuance,
cancellation or administration of any Annuity, including, liability arising from
advertising  claims,  errors  or  omissions  relating  to  annuity  information
disclosure,  engaging  in  unfair  methods  of  competition or deceptive acts or
practices and replacement transactions, (ii) arising from the handling of claims
by  Anchor,  including liability arising from failure by Anchor to settle within
the  limit  of  any Annuity, or by reason of alleged or actual negligence or bad
faith, failure to exercise good faith or tortious conduct of Anchor in rejecting
an  offer  of settlement or in the preparation of defense or in the trial of any
action  by  or  against any Contractholder or Person insured by Anchor or in the
preparation  or  prosecution  of  an  appeal  consequent  upon  such  action,

                                        5

<PAGE>
(iii)  fine  or other statutory penalties assessed against Anchor, its agents or
representatives  arising  from  items  (i)  and  (ii),  and  (iv) consequential,
compensatory,  exemplary or punitive damages assessed against Anchor, its agents
or  representatives  arising  from  items  (i)  and  (ii).

     "Fixed  Accounts":  the  accounts  under the Annuities in which amounts are
      ---------------
allocated  to  and  made  part  of  the  general  account  of  Anchor.

     "Fixed  Account Coverage Percentage":  an amount expressed as a percentage,
      ----------------------------------
equal  to  the  greater  of  zero  or  (i)  over  (ii),  where:
                                            ----

     (i)  equals  (x)  the  product  of  (A)  and  (B),  plus  (y)  (C),  where
                                                         ----

     (A)  is  equal  to the Fixed Account Coverage Percentage at the end of next
preceding  Accounting  Period.

     (B) is equal to the Fixed Account Value for all Annuities determined at the
end  of  the  Accounting  Period,  less  the Net Fixed Account Transfers for all
                                   ----
Annuities  for  the  Accounting  Period.

     (C)  is  equal to the Net Fixed Account Transfers for all Annuities for the
Accounting  Period;  and

     (ii) equals the Fixed Account Value for all Annuities determined at the end
of  the  Accounting  Period;

provided  that  from the later of (i) the Effective Time, or (ii) the end of the
--------
next  Accounting  Period  in which the Fixed Account Coverage Percentage changes
from a positive percentage to zero (the "Determination Date"), the Fixed Account
-                                        ------------------
Coverage  Percentage  shall  remain  zero  until  the end of the next succeeding
Accounting  Period  when  the  aggregate  Net  Fixed  Account  Transfers for all
Annuities  from  the  Determination Date to the end of such Accounting Period is
greater  than zero.  The Fixed Account Coverage Percentage will be determined as
of  the  end  of  each Accounting Period, except that the Fixed Account Coverage
                                          ------
Percentage  will  be  determined  as of the end of the next preceding Accounting
Period for purposes of (i) determining any Benefit Payment, (ii) calculating the
Fixed  Account  Investment  Spread,  and  (iii)  determining  the  Allowance for
Expenses  in  Section  4.4.

     "Fixed  Account  Credited  CARVM Reserve Interest":  for all Annuities, the
      ------------------------------------------------
interest  credited  by  Anchor  on the Reinsurance Percentage of the Transferred
Fixed  Account  CARVM  Reserve  for  all  Annuities.

     "Fixed  Account  Investment  Spread":  for all Annuities, the lesser of (i)
      ----------------------------------
the  Fixed  Account  Net Investment Income less the Fixed Account Credited CARVM
                                           ----
Reserve  Interest, or (ii) the product of .0152 per annum (computed on the basis
of a 360-day year of twelve 30-day months) and the Reinsurance Percentage of the
Transferred  Fixed  Account  Value  for  all  Annuities.

     "Fixed  Account  Net Investment Income":  for all Annuities, the sum of all
      -------------------------------------
accrued  investment  income,  including  realized  capital  gains  and

                                        6

<PAGE>

losses,  as  reflected  in  Anchor's Convention Statement and unrealized capital
gains  and  losses,  as reflected in Exhibit 4 of Anchor's Convention Statement,
actually  earned  on  the  Fixed  Account  Segregated  Assets, net of investment
expenses.

     "Fixed Account Segregated Assets":  those assets supporting the Reinsurance
      -------------------------------
Percentage  of  the  Transferred  Fixed Account CARVM Reserve for all Annuities,
segregated  by  Anchor.

     "Fixed  Account  Transfer":  any amount transferred from a Separate Account
      ------------------------
to  a  Fixed  Account.

     "Fixed Account Value":  for an Annuity, the accumulation value in any Fixed
      -------------------
Account  allocated  to  such  Annuity.

     "Fund":  as  defined  in  Section  14.7.
      ----

     "Fundamental  Investment  Objectives  and  Policies":  the  investment
      --------------------------------------------------
restrictions set forth in the Prospectus dated (i) April 1, 1999 for the Polaris
      ---
variable  annuity under the headings "SunAmerica Series Trust; Trust Highlights;
Q.  What  are  the  Portfolio's  investment  goals  and  principal  investment
strategies?,"  "SunAmerica Series Trust; More Information About the Portfolios,"
"Anchor  Series  Trust; Trust Highlights; Q. What are the Portfolio's investment
goals  and  strategies?"  and  "Anchor  Series Trust; More Information About the
Portfolios;  Investment  Strategies," and (ii) January 29, 1999 for the American
Pathway  II  variable  annuity  under  the headings "American Pathway Fund; Fund
Highlights;  Q.  What  are  the  Series'  investment  goals and strategies?" and
"American  Pathway  Fund;  More  Information  About  the  Series;  Investment
Strategies,"  each  as  amended  from  time  to  time  pursuant to Section 14.7.

     "GAAP":  generally  accepted  accounting  principles.
      ----

     "Governmental  Authority":  any  nation  or  government, any state or other
      -----------------------
political subdivision thereof, and any entity exercising executive, legislative,
judicial,  regulatory  or  administrative  functions  of  government.

     "Gross  Amounts  Payable":  every  amount payable to ANLIC (Hawaii) and its
      -----------------------
successors  and  assigns  under  this  Agreement,  including  the  Charges  and
Collections  thereof  and the Fixed Account Investment Spread, without regard to
the  netting  provisions  set  forth  in  Article  VIII  of  this  Agreement.

     "Initial  Accounting  Period":  as  defined  in  Section  8.1.
      ---------------------------

     "Initial  Consideration":  as  defined  in  Section  3.1.
      ----------------------

     "Initial  Reserve  Adjustment":  as  defined  in  Section  6.1.
      ----------------------------

     "Internal  Replacement":  any  instance  in which an Annuity or any portion
      ---------------------
of  the  cash  value  of  an  Annuity  is  exchanged  for  another  life

                                        7
<PAGE>
insurance  policy or annuity contract, not reinsured under this Agreement, which
is  written  by  Anchor,  its  Affiliates,  successors  or  assigns.

     "Modco  Benefit  Payments":  as  defined  in  Section  2.3.
      ------------------------

     "Modco  Reinsurance  Premium":  as  defined  in  Section  3.2.
      ---------------------------

     "Modified  Coinsurance  Reserve":  an  amount  equal  to  the  Reinsurance
      ------------------------------
Percentage  of  the  CARVM  Reserve  with  respect  to all Modco Benefit Payment
      -
obligations  of  Anchor.

     "Modified  Coinsurance Reserve Adjustment":  the amount determined pursuant
      ----------------------------------------
to  Section  6.2.

     "Modified  Coinsurance  Reserve Investment Credit":  an amount equal to the
      ------------------------------------------------
sum  of  (i)  the  Reinsurance  Percentage  of the sum of all accrued investment
income and capital gains and losses, realized and unrealized, on the assets held
by  Anchor equal to the CARVM Reserve with respect to the Separate Account Value
for  all  Annuities for the current Accounting Period after deducting all costs,
expenses  and  deductions  of  Funds  and  their  respective  advisors  and
subcontractors  properly  allocable  to such assets to the extent that same have
not  been  deducted at the Fund level, and (ii) the Fixed Account Credited CARVM
Reserve  Interest.  For  the  Annuities,  the  Modified  Coinsurance  Reserve
Investment Credit will be reduced for Charges for the current Accounting Period.
The  Modified  Coinsurance  Reserve  Investment  Credit may be positive, zero or
negative.

     "Net  Amount  at Risk":  in the case of a death benefit being payable under
      --------------------
an Annuity during the accumulation phase of an Annuity, an amount, if any, equal
to  (i)  the  minimum guaranteed death benefit under such Annuity, less (ii) the
                                                                   ----
Death  Benefit  Surrender  Value  of  such  Annuity.

     "Net Fixed Account Transfers":  for each Accounting Period, an amount equal
      ---------------------------
to  the  (i)  the  Fixed Account Transfers for all Annuities for such Accounting
Period,  over  (ii)  the  Separate  Account Transfers for all Annuities for such
         ----
Accounting  Period,  provided  that,  following  any Determination Date, such an
                     --------
amount  will be accumulated for all Accounting Periods until the end of the next
succeeding  Accounting  Period when such cumulative amount is greater than zero,
and,  provided  further,  that  on any Determination Date, the Net Fixed Account
      -----------------
Transfers will be deemed to be equal to the negative of the amount of the Excess
Separate  Account  Transfers,  and  provided further that, in the event that the
                                    ----------------
Fixed Account Coverage Percentage changes from a zero to a positive number in an
Accounting  Period,  then  the  Net Fixed Account Transfers will be deemed to be
equal  to  the  amount of the Excess Fixed Account Transfers.  The amount of Net
Fixed  Account  Transfers  may  be  positive,  zero  or  negative.

     "Net  Fixed  Account  Transfer  CARVM  Reserve  Adjustment":  as defined in
Section  4.7.

     "Net  Separate  Account Transfers":  for each Accounting Period, an amount,
not  less  than  zero,  equal  to  the  (i)  Separate  Account Transfers for all
Annuities for such Accounting Period, minus (ii) the Fixed Account Transfers for
all  Annuities  for  such  Accounting  Period.

                                        8

<PAGE>
     "Net  Separate  Account  Transfer CARVM Reserve Adjustment":  as defined in
Section  3.4.

     "Obligor":  each  Person  from  whom  Anchor  has  the right to receive any
      -------
Charges  pursuant  to  an  Annuity.

     "Other  Charges":  the  charges  and  deductions  relating  to the Separate
      --------------
Accounts  identified  in  Schedule  3.3-1 in the column labeled "Other Charges."

     "Partial  Withdrawal  Payment":  as  defined  in  Section  5.3.
      ----------------------------

     "Party":  Anchor  or  ANLIC  (Hawaii).
      -----

     "Payment  Date":  the  twenty-third  calendar  day  after  the  end of each
      -------------
Accounting  Period  if  such day falls on a Business Day, if not, then the first
Business  Day  thereafter.

     "Payout  Annuity  Payment":  as  defined  in  Section  5.4.
      ------------------------

     "Person":  an individual, a partnership, a corporation, a limited liability
      ------
company,  a trust (including any beneficiary thereof) or other entity, including
any unincorporated organization or government or agency or political subdivision
thereof.  The  term  "corporation"  for  the  purposes of the preceding sentence
shall  mean  a corporation, joint stock company, business trust or other similar
association.

     "Policy  Change":  as  defined  in  Section  14.7.
      --------------

     "Prospectus":  at  any time, the prospectus (as such term is defined in the
      ----------
Securities  Act  of  1933,  as  amended)  under  which  the  Annuities are sold.

     "Recapture  Payment":  as  defined  in  Section  9.4.
      ------------------

     "Recapture  Percentage":  as  defined  in  Section  9.3.
      ---------------------

     "Reinsurance  Percentage":  100  percent,  as  adjusted pursuant to Section
      -----------------------
9.5.

     "Reinsurance  Servicer  Report":  as  defined  in  Section  8.2.
      -----------------------------

     "Replacement  Fee":  as  defined  in  Section  14.1.
      ----------------

     "SAP":  statutory accounting practices prescribed or permitted by the state
      ---
insurance  regulator  of  the  state  of  domicile  of  Anchor.

     "Separate  Account":  each segregated asset account of Anchor identified in
      -----------------
Schedule  2.1  to  which  amounts  under  the Annuities are allocated by Anchor.

     "Separate Account Transfer":  any amount transferred from the Fixed Account
      -------------------------
to  a  Separate  Account.

                                        9
<PAGE>
     "Separate  Account  Value"  for  an  Annuity,  the sum of the values of the
      ------------------------
accumulation  units  in  the  Separate  Account  allocated  to  such  Annuity.

     "Servicer":  as  defined  in  the  Servicing  Agreement.
      --------

     "Standing  Instructions":  the  irrevocable  standing  instructions  in
      ----------------------
substantially  the  form  of  Schedule  13.1-2.
      --

     "Subsidiary":  a  corporation  of  which  more  than 50% of the outstanding
      ----------
capital  stock  having ordinary voting power to elect a majority of the board of
directors  of  such  corporation  (irrespective  of  whether  or not at the time
capital  stock  of  any class or classes of such corporation shall or might have
voting  power upon the occurrence of any contingency) is at the time directly or
indirectly  owned by Anchor, by Anchor and one or more other Subsidiaries, or by
one  or  more  other  Subsidiaries.

     "Successor  Servicer":  as  defined  in  the  Servicing  Agreement.
      -------------------

     "SunAmerica":  SunAmerica  Inc.
      ----------

     "Successor  YRT  Retrocession  Agreement":  as  defined  in  Section 2.17.
      ---------------------------------------

     "Terminal  Accounting  and  Settlement":  as  defined  in  Section  10.1.
      -------------------------------------

     "Terminal  Accounting  Date":  as  defined  in  Section  10.2.
      --------------------------

     "Total  Surrender  Payment":  as  defined  in  Section  5.2.
      -------------------------

     "Transferred  Fixed Account Value":  for an Annuity, an amount equal to the
      --------------------------------
product  of  (i)  Fixed  Account Coverage Percentage, and (ii) the Fixed Account
Value  of  such  Annuity.

     "Transferred  Fixed  Account CARVM Reserve":  for an Annuity, the amount of
      -----------------------------------------
the  CARVM  Reserve  with respect to the Transferred Fixed Account Value of such
Annuity.

     "Unearned  Ceding  Commission Amount":  an amount equal to (i) $155,000,000
      -----------------------------------
reduced by (x) the amount of all prior Recapture Payments, and (y) the amount of
 ---------
all prior Unearned Ceding Commission Reduction Amounts, and increased by (ii) an
                                                            ------------
amount  equal  to the Unearned Ceding Commission Rate per annum on the amount in
Item  (i)  above  applied  in  arrears  on  Payment Date for the period from and
including the later of the Effective Time or the most recent Payment Date to but
excluding  the  Payment Date in which the amount determined under this Item (ii)
is  applied;  provided  that,  on  any  Payment  Date,  the then Unearned Ceding
              --------
Commission  Amount will first be increased by the application of Item (ii) above
and  then  reduced  for  any  Unearned  Ceding  Commission  Reduction  Amount.

     "Unearned  Ceding Commission Rate":  the percentage rate identified in Item
      --------------------------------
173  of  the  Reinsurance  Servicer  Report.

     "Unearned  Ceding  Commission  Reduction Amount":  the amount identified in
      ----------------------------------------------
Item  182  of  the  Reinsurance Servicer Report, without regard to any Recapture
Payment.
                                       10

<PAGE>
     "Waiver  Allowance":  as  defined  in  Section  14.2.
      -----------------

     "YRT  Reinsurance  Premium":  as  defined  in  Section  3.2(c).
      -------------------------

     Section  1.2.  Other  Definitional  Provisions.  (a)  The  headings  of the
                    -------------------------------
sections of this Agreement are solely for convenience of reference and shall not
affect  the  meaning,  construction  or  effect  of  this  Agreement.

     (b) All terms defined in this Agreement shall have the defined meaning when
used  in any Schedule, certificate or other documents attached hereto or made or
delivered  pursuant  hereto  unless  otherwise  defined  therein.

     (c)  As  used  herein,  and  in  any  certificate or other document made or
delivered  pursuant  hereto  or thereto, accounting terms not defined in Section
1.1,  and  accounting  terms  partly  defined  in  Section 1.1 to the extent not
defined, shall have the respective meanings given to them under SAP in effect on
the  date  hereof.  To  the  extent that the definitions of accounting terms are
inconsistent  with  the  meanings  of  such  terms  under  SAP,  the definitions
contained  herein  shall control.  The term "including" means "including but not
limited  to."

     (d)  Any  reference  herein  to  any statute, agreement or document, or any
section  thereof,  shall, unless otherwise expressly provided, be a reference to
such  statute,  agreement,  document  or  section  as  amended,  modified  or
supplemented (including any successor section) and in effect from time to time.

                                   ARTICLE II

                               General Provisions
                               ------------------

     Section  2.1.  Risks  Reinsured.  ANLIC (Hawaii) will indemnify Anchor for,
                    ----------------
and  Anchor  will  reinsure  with  ANLIC  (Hawaii),  according  to the terms and
conditions  hereof,  the  Benefit  Payments  under  the  Annuities.

     Section  2.2.  Coverages  and Exclusions.  Only the Annuities are reinsured
                    -------------------------
under  this Agreement.  Except for the Net Amount at Risk and except as provided
in Article V, all liabilities in respect of the Fixed Accounts are excluded from
this  Agreement.  Liabilities  in  respect of Separate Account Transfers and Net
Fixed  Account  Transfers  are  reinsured  under  this  Agreement.

     Section  2.3.  Plan  of  Reinsurance; Modified Coinsurance.  The portion of
                    -------------------------------------------
this  indemnity  reinsurance  with  respect  to  all Benefit Payments other than
payments  with  respect to the Net Amount at Risk portion of Death Benefit Claim
Payments with respect to the Annuities (the "Modco Benefit Payments") will be on
                                             -----------------------
a  modified  coinsurance  basis.  Anchor will retain, control and own all assets
held  in relation to the Modified Coinsurance Reserve.  ANLIC (Hawaii) agrees to
establish  a separate account governed by the laws of Hawaii and the obligations
of  ANLIC  (Hawaii)  under  this  Agreement with respect to the Separate Account
portion  of  the  Modco  Benefit  Payments  will be obligations of such separate
account.  Furthermore,  the  obligations  of ANLIC (Hawaii) under this Agreement
with respect to the Fixed Account  portion  of  the  Modco Benefit Payments will
be  obligations  of  the

                                       11

<PAGE>
general account of ANLIC (Hawaii).  Notwithstanding the preceding two sentences,
all  the  assets  of  ANLIC  (Hawaii) will be available to meet ANLIC (Hawaii)'s
obligations  under  this  Agreement.

     Section  2.4.  Plan  of Reinsurance; Yearly Renewable Term.  The portion of
                    -------------------------------------------
this  indemnity  reinsurance  with  respect to the Net Amount at Risk portion of
Death  Benefit  Claim Payments with respect to the Annuities will be on a yearly
renewable  term  reinsurance  basis.

     Section  2.5.  Expenses.  ANLIC  (Hawaii) will bear no part of the expenses
                    --------
incurred  in  connection  with  the  Annuities  reinsured  hereunder,  except as
specifically  provided  herein.

     Section  2.6.  Extra-Contractual  Liability.  ANLIC  (Hawaii)  does  not
                    ----------------------------
indemnify  Anchor  for,  and  will  not  be  liable  for,  any Extra-Contractual
Liability,  provided  that ANLIC (Hawaii) shall be liable for costs and expenses
            --------
of  Anchor with respect to the same liability for Extra-Contractual Liability of
Anchor,  its  agents  and  representatives  as  are indemnified by the reinsurer
pursuant  to the CG YRT Retrocession Agreement or any Successor YRT Retrocession
Agreement  but only to the extent payment is actually received by ANLIC (Hawaii)
under  the  CG  YRT  Retrocession  Agreement  or  any Successor YRT Retrocession
Agreement, such payment is actually received by AIC under the ANLIC (Hawaii) YRT
Retrocession  Agreement  and such payment is actually received by ANLIC (Hawaii)
under  the  AIC  Retrocession  Agreement  (the  "Anchor YRT Expense Recovery").
                                                 ---------------------------

     Section 2.7.  Annuity Administration.  Anchor will administer the Annuities
                   ----------------------
reinsured  hereunder  and will perform all accounting for such Annuities, all in
accordance  with  Articles  VIII,  X,  XIV  and  XV.

     Section  2.8.  Inspection.  At  any  time during normal business hours upon
                    ----------
reasonable  notice, ANLIC (Hawaii) and its agents and representatives shall each
have  the  right  to  inspect,  at  the principal office of Anchor or such other
location  as  Anchor  designates in writing to ANLIC (Hawaii) and its agents and
representatives,  the  original  papers and any and all other books or documents
relating to or affecting the Annuities and the reinsurance under this Agreement.
Neither  ANLIC  (Hawaii)  nor  its  agents  and  representatives  will  use  any
information obtained through any inspection pursuant to this Section 2.8 for any
purpose  not  relating  to the reinsurance hereunder.  ANLIC (Hawaii) shall hold
all  such  information  derived  from  such  records in confidence and shall not
disclose  it  to  any  other  Person  without  Anchor's  prior written consent.

     Section  2.9.  Taxes.  Premium  taxes  will not be reimbursed in connection
                    -----
with  the  Annuities  reinsured  hereunder  but  are  included  in  the  Ceding
Commission.  ANLIC  (Hawaii)  will  not reimburse or be liable to Anchor for any
other  taxes  payable  by  Anchor  in  connection  with  the Annuities reinsured
hereunder.  Anchor  shall  be liable for U.S. federal excise tax, if any, on the
Initial  Consideration,  the  Modco  Reinsurance  Premiums,  the YRT Reinsurance
Premiums  and  any  other  amounts  paid  by Anchor to ANLIC (Hawaii) under this
Agreement.

     Section  2.10.  Proxy  Tax  Reimbursement.  Pursuant  to  Code Section 848,
                     -------------------------
insurance  companies  are  required to capitalize and amortize specified policy

                                       12

<PAGE>
acquisition  expenses.  The amount capitalized is determined by proxy based on a
percentage  of  "net  premiums"  as  defined in the regulations relating to Code
Section  848.  ANLIC  (Hawaii) will not reimburse or be liable to Anchor for any
costs  which  result  from  the  application  of  Code  Section  848.

     Section 2.11.  Election to Determine Specified Policy Acquisition Expenses.
                    -----------------------------------------------------------
Anchor  and  ANLIC (Hawaii) agree that the Party with net positive consideration
for  any  tax  year  under  this  Agreement  will  capitalize  specified  policy
acquisition  expenses  with  respect to Annuities reinsured under this Agreement
without  regard  to the general deductions limitation of Code Section 848(c)(1).
Anchor  and ANLIC (Hawaii) will exchange information pertaining to the amount of
net  consideration under this Agreement each year to ensure consistency.  Anchor
will  submit  a  schedule to ANLIC (Hawaii) by May 1 of each year presenting its
calculation  of  the  net  consideration  for the preceding taxable year.  ANLIC
(Hawaii)  may  contest  the  calculation in writing within 30 days of receipt of
Anchor's  schedule  referred to in the preceding sentence.  Any differences will
be  resolved  between the Parties so that consistent amounts are reported on the
respective  tax  returns  for  the  preceding  taxable  year.  This  election to
capitalize  specified  policy acquisition expenses without regard to the general
deductions  limitation  is  effective  for  all  taxable years during which this
Agreement  remains  in  effect.

     Section 2.12.  Condition.  The reinsurance hereunder is subject to the same
                    ---------
limitations  and  conditions  as  the  Annuities  which are reinsured hereunder,
except  as  otherwise  provided  in  this  Agreement.

     Section  2.13.  Misunderstandings  and  Oversights.  If  any failure to pay
                     ----------------------------------
amounts  due  or  to  perform  any  other  act  required  by  this  Agreement is
unintentional  and  caused  by  misunderstanding  or oversight, Anchor and ANLIC
(Hawaii)  will  promptly adjust the situation to what it would have been had the
misunderstanding  or  oversight  not  occurred.

     Section  2.14.  Adjustments.  If  Anchor's  liability  under  any  of  the
                     -----------
Annuities is changed because of a misstatement of age, sex or any other material
fact,  ANLIC  (Hawaii)  will (i) assume that portion of any increase in Anchor's
liability  resulting  from  the  change  which  corresponds  to  the Reinsurance
Percentage  of  the  risks  reinsured  under  the  Annuities hereunder, and (ii)
receive  credit for that portion of any decrease in Anchor's liability resulting
from  the  change  which corresponds to the  Reinsurance Percentage of the risks
reinsured  under  the  Annuities  hereunder.

     Section  2.15.  Reinstatements.  If  an  Annuity  is  surrendered  and  is
                     --------------
subsequently  reinstated  while this Agreement is in effect, the reinsurance for
such  Annuity  will  not  be  reinstated.  If  an  Annuity is surrendered, or is
annuitized  and  is not reinsured under Section 5.4, then such contract shall no
longer  be  deemed  to  be  an  "Annuity"  for  purposes  of  this  Agreement.

     Section  2.16.  Currency.  All  of  the  provisions  of  this Agreement are
                     --------
expressed  in  terms  of  United States dollars and all amounts shall be paid in
United  States  funds  in  same  day  funds.

     Section  2.17  Maintenance  of CG YRT Retrocession Agreement; Successor YRT
                    ------------------------------------------------------------
Retrocession  Agreement.   (a)  ANLIC  (Hawaii)  has  entered  into  and  will
 ----------------------

                                       13

<PAGE>
maintain  in  effect  the CG YRT Retrocession Agreement until all obligations of
ANLIC  (Hawaii)  hereunder  have  terminated,  provided  that:
                                               --------

     (i)  If the insurer financial strength rating assigned by Standard & Poor's
Rating  Services  or Moody's Investors Service of the reinsurer under the CG YRT
Retrocession  Agreement  (or  the  reinsurer  under a Successor YRT Retrocession
Agreement  entered  into  pursuant  to  this  Section 2.17(a)), to the extent so
rated,  drops below BBB- or Baa3, respectively, then (x) Anchor may, and if such
a successor reinsurer is available, shall (A) designate a successor reinsurer to
replace  the  reinsurer  under  the  CG  YRT Retrocession Agreement) that has an
insurer  financial strength rating assigned by Standard & Poor's Rating Services
and  Moody's Investors Service of a least A and that will provide reinsurance on
substantially the same terms and conditions as the CG YRT Retrocession Agreement
(the "Successor YRT Retrocession Agreement"), and (B) instruct ANLIC (Hawaii) in
      ------------------------------------
writing  to  terminate  the CG YRT Retrocession Agreement (or such Successor YRT
Retrocession  Agreement) and enter into the Successor YRT Retrocession Agreement
(or a new Successor YRT Retrocession Agreement), and (y) ANLIC (Hawaii) shall so
terminate  the CG YRT Retrocession Agreement (or such Successor YRT Retrocession
Agreement)  and  enter  into  the  Successor  YRT  Retrocession  Agreement.

     (ii)  During  any  period  that  ANLIC  (Hawaii)  may  terminate the CG YRT
Retrocession  Agreement  (or  any  Successor YRT Retrocession Agreement) without
breach  thereunder  and  enter into a Successor YRT Retrocession Agreement, then
(x)  Anchor  may  (A)  designate  a successor reinsurer to replace the reinsurer
under  the  CG  YRT  Retrocession  Agreement (or such Successor YRT Retrocession
Agreement)  that has an insurer financial strength rating assigned by Standard &
Poor's  Rating Services and Moody's Investors Service of a least A and that will
enter  into  a  Successor  YRT  Retrocession  Agreement,  and (B) instruct ANLIC
(Hawaii)  in  writing  to  terminate  the CG YRT Retrocession Agreement (or such
Successor  YRT  Retrocession  Agreement)  and  enter  into  the  Successor  YRT
Retrocession  Agreement,  and  (y)  ANLIC (Hawaii) shall so terminate the CG YRT
Retrocession  Agreement (or such Successor YRT Retrocession Agreement) and enter
into  the  Successor  YRT  Retrocession  Agreement.

     (b)  Anchor shall act as the agent of ANLIC (Hawaii) with respect to the CG
YRT  Retrocession  Agreement and any Successor YRT Retrocession Agreement to the
extent  expressly  provided  therein, and ANLIC (Hawaii) shall have the right to
cause  Anchor  to  take  such  actions  and maintain in effect such practices of
Anchor  as  are  expressly provided by the CG YRT Retrocession Agreement and any
Successor  YRT  Retrocession  Agreement  or  in  this  Agreement.

     (c) ANLIC (Hawaii) shall have the right pursuant to the CG YRT Retrocession
Agreement  or  any  Successor  YRT  Retrocession  Agreement  to  delegate to the
reinsurer  thereunder ANLIC (Hawaii)'s right of access to Anchor records, to the
extent  such  records  directly pertain to the CG YRT Retrocession Agreement and
any  Successor  YRT  Retrocession  Agreement.

     (d)  ANLIC  (Hawaii)  hereby assigns its rights and delegates its duties to
Anchor  with  regard  to  arbitration  against  the  reinsurer  under the CG YRT
Retrocession  Agreement  or  any  Successor  YRT  Retrocession Agreement. Anchor

                                       14

<PAGE>
hereby  accepts  such  assignment  and  delegation.  Anchor  shall  conduct  any
arbitration  within  its sole discretion and shall (i) have full power and right
to  prosecute,  settle  or  abandon any such dispute, and (ii) bear all costs of
arbitration  incurred  by  it.

     (e) To the extent that ANLIC (Hawaii) is obligated to indemnify, defend and
hold  harmless  the  reinsurer  under  the  CG YRT Retrocession Agreement or any
Successor  YRT  Retrocession Agreement (other than for liability with respect to
the  Net  Amount at Risk under the Annuities), Anchor shall so indemnify, defend
and  hold  harmless  ANLIC  (Hawaii).

     (f)  To  the extent that ANLIC (Hawaii) is obligated to prepare and deliver
accounting  and  premium  reports under the CG YRT Retrocession Agreement or any
Successor  YRT  Retrocession  Agreement,  Anchor  or its agent or representative
shall  prepare  and  deliver  such  reports in the form and by the time required
under  the  CG  YRT  Retrocession  Agreement  or  any Successor YRT Retrocession
Agreement,  as  the  case  may  be.

                                   ARTICLE III

                               Payments by Anchor
                               ------------------

     Section  3.1.  Initial  Consideration.  At  the Effective Time, Anchor will
                    ----------------------
pay ANLIC (Hawaii) an initial consideration equal to 100 percent of the Modified
Coinsurance  Reserve  calculated  as  of  August  1,  1999  (the  "Initial
                                                                   -------
Consideration").

     Section  3.2.  Modco  Reinsurance  Premiums; Recapture Fee; YRT Reinsurance
                    ------------------------------------------------------------
Premiums.  (a)  Anchor  will  pay  ANLIC  (Hawaii)  reinsurance  premiums on all
  ------
Annuities  in  effect  under this Agreement in an amount equal to the sum of (i)
  ----
the  Reinsurance  Percentage  of that portion of the gross deposits and premiums
collected by Anchor during an Accounting Period which are to be allocated to the
Separate  Accounts for the Annuities, and (ii) the Reinsurance Percentage of the
Fixed  Account  Coverage  Percentage  of  that portion of the gross deposits and
premiums  collected  by  Anchor  during  an  Accounting  Period  which are to be
allocated  to  the  Fixed  Accounts  for  the  Annuities (the "Modco Reinsurance
                                                               -----------------
Premium").
      -

     (b)  Anchor  will  also pay ANLIC (Hawaii) an amount equal to any recapture
fee  payable  by  ANLIC  (Hawaii) under the CG YRT Retrocession Agreement or any
Successor  YRT  Retrocession  Agreement.

     (c)  Included  in  the  amount  payable  by  Anchor to ANLIC (Hawaii) under
Section  3.3 is an amount equal to the actual reinsurance premium required to be
paid from time to time by ANLIC (Hawaii) under the CG YRT Retrocession Agreement
or  any  Successor  YRT  Retrocession Agreement, including any interest due with
respect  thereto  (the  "YRT  Reinsurance  Premium").
                         -------------------------

     Section  3.3.  Payment  of  Charges  and  Fixed  Account Investment Spread.
                    -----------------------------------------------------------
Anchor  will pay to ANLIC (Hawaii) (i) the Reinsurance Percentage of all Charges
for  all  Annuities, and (ii) the Fixed Account Investment Spread if such amount
is  a  positive  amount.

     Section  3.4.  Net  Separate  Account  Transfer  CARVM Reserve Adjustment.
                    ----------------------------------------------------------

                                       15

<PAGE>
In  the  event  that (i) the Fixed Account Coverage Percentage is zero, and (ii)
Net  Separate  Account  Transfers  is greater than zero, then Anchor will pay to
ANLIC  (Hawaii)  an  amount  equal  to  the  Reinsurance Percentage of the CARVM
Reserve  with  respect  to  Net  Separate  Account  Transfers (the "Net Separate
                                                                    ------------
Account  Transfer  CARVM  Reserve Adjustment"), provided that, in the event that
      --------------------------------------    --------
the  Fixed Account Coverage Percentage changes from a positive number to zero in
an  Accounting  Period,  then  the  Net  Separate Account Transfer CARVM Reserve
Adjustment  shall  be deemed to be an amount equal to the Reinsurance Percentage
of  the  CARVM  Reserve  with  respect  the  Excess  Separate Account Transfers.

                                   ARTICLE IV

              Payments by ANLIC (Hawaii): Commissions and Expenses
              ----------------------------------------------------

     Section  4.1.  Ceding Commission.  At the Effective Time and simultaneously
                    -----------------
with  the payment of the Initial Consideration, ANLIC (Hawaii) will pay a ceding
commission  (the  "Ceding  Commission")  to  Anchor by delivery of a note in the
                   ------------------
principal  amount  of  $155,000,000 in the form attached hereto as Schedule 4.1,
with  such  changes therein as the Parties may agree upon prior to the Effective
Time  (the  "ANLIC  (Hawaii)  Note").
             ---------------------

     Section  4.2.  Premium  Tax.  ANLIC (Hawaii) shall not reimburse Anchor for
                    ------------
any  premium  taxes  on  the  Modco  Reinsurance Premiums or the YRT Reinsurance
Premiums;  these  costs  are  included  in  the  Ceding  Commission.

     Section  4.3.  Allowance  for  Commissions.  ANLIC  (Hawaii) will reimburse
                    ---------------------------
Anchor  for  all  the  Reinsurance  Percentage  of commissions (other than trail
commissions)  incurred on the Modco Reinsurance Premiums. Reimbursement of trail
commissions  on  the  Annuities  is  included  in  the amount paid under Section
4.4(i).  No commission reimbursement shall be made for amounts paid by Anchor to
ANLIC  (Hawaii)  or  ANLIC  (Hawaii) to Anchor for Separate Account Transfers or
Fixed  Account  Transfers.  Schedule  4.3 shows the commission schedules for the
Annuities  reinsured  hereunder  as  of  August  1,  1999.

     Section 4.4.  Allowance for Expenses.  ANLIC (Hawaii) will pay to Anchor as
                   ----------------------
reimbursement  for  servicing  the  Annuities  pursuant  to  Section 2.7 and for
managing  the  assets  in the Separate Accounts pursuant to Section 2.3, (i) the
sum of (x) an amount equal to the product of the Reinsurance Percentage times 13
basis  points  per  anum  of the sum of (A) the aggregate average daily Separate
Account  Value of all Annuities, and (B) the aggregate Transferred Fixed Account
Values  of all Annuities determined at the end of the Accounting Period less the
                                                                        ----
Fixed  Account  Coverage  Percentage  of  any  Fixed  Account  Transfers for the
Accounting  Period  plus  the  Fixed Account Coverage Percentage of any Separate
                    ----
Account  Transfers  for  the  Accounting  Period,  and (y) the greater of (A) an
amount  equal to the product of the Reinsurance Percentage times 13 basis points
per  anum  of the sum of (xx) the aggregate average daily Separate Account Value
of all Annuities, and (yy) the aggregate Transferred Fixed Account Values of all
Annuities  determined at the end of the Accounting Period less the Fixed Account
                                                          ----
Coverage  Percentage  of  any  Fixed Account Transfers for the Accounting Period
plus the Fixed Account Coverage Percentage of any Separate Account Transfers for
   -
the  Accounting  Period,  or  (B)  $55.00  for  each  Annuity per anum, and (ii)
the

                                       16

<PAGE>
Reinsurance  Percentage  of  the amount of the Other Charges, provided, however,
                                                              --------  -------
that  in  the  event  that  a  Successor  Servicer  is appointed pursuant to the
Servicing  Agreement  and  the  Department approves a lower amount to be paid to
Anchor  by  virtue of the responsibilities then being performed by the Successor
Servicer,  the  amount payable to Anchor pursuant to Section 4.4(i) shall be the
product  of  the  Reinsurance  Percentage times the lower amount approved by the
Department.

     Section  4.5.  Anchor  YRT  Expense  Recovery.  ANLIC  (Hawaii) will pay to
                    ------------------------------
Anchor  the Anchor YRT Expense Recovery but only to the extent actually received
under  the  AIC  Retrocession  Agreement.

     Section  4.6.  Anchor  YRT  Reinsurance  Premium Refund.  In the event that
                    ----------------------------------------
(i)  the YRT Reinsurance Premium is less than (ii) an amount equal to the sum of
(x)  8  basis  points  per  annum of the Reinsurance Percentage of the aggregate
average  daily  Separate Account Values of all Annuities, and (y) 8 basis points
per  annum  (computed on the basis of a 360-day year of twelve 30-day months) of
the  Reinsurance  Percentage  of  the  Transferred  Fixed  Account Values of all
Annuities, then ANLIC (Hawaii) will pay Anchor and amount equal to (ii) less (i)
                                                                        ----
(the  "Anchor  YRT  Reinsurance  Premium  Refund").
       -----------------------------------------

     Section  4.7.  Net Fixed Account Transfer CARVM Reserve Adjustment.  In the
                    ---------------------------------------------------
event that (i) the Fixed Account Coverage Percentage is zero, and (ii) Net Fixed
Account  Transfers  is greater than zero, then ANLIC (Hawaii) will pay to Anchor
an  amount equal to the Reinsurance Percentage of the CARVM Reserve with respect
to  Net  Fixed  Account Transfers (the "Net Fixed Account Transfer CARVM Reserve
                                        ----------------------------------------
Adjustment"),  provided  that,  in  the  event  that  the Fixed Account Coverage
  --------     --------
Percentage  changes  from  a  zero to a positive number in an Accounting Period,
  ----
then  the Net Fixed Account Transfer CARVM Reserve Adjustment shall be deemed to
  -
be  an  amount  equal  to  the  Reinsurance Percentage of the CARVM Reserve with
respect  the  Excess  Fixed  Account  Transfers.

     Section  4.8.  Negative Fixed Account Investment Spread.  In the event that
                    ----------------------------------------
the  Fixed Account Investment Spread is negative, ANLIC (Hawaii) will pay Anchor
the  absolute  value  of  such  amount.

                                    ARTICLE V

                  Payments by ANLIC (Hawaii): Benefit Payments
                  --------------------------------------------

     Section 5.1.  Death Benefit Claim.  ANLIC (Hawaii)'s obligation for a Death
                   -------------------
Benefit Claim paid by Anchor on an Annuity reinsured hereunder will be satisfied
in  full  by  the  payment  to  Anchor  of the sum of (i) an amount equal to the
Reinsurance Percentage of the CARVM Reserve with respect to the Separate Account
Value of such Annuity, (ii) an amount equal to the Reinsurance Percentage of the
Transferred  Fixed Account CARVM Reserve with respect to such Annuity, and (iii)
the  Net  Amount at Risk with respect to such Annuity, each determined as of the
date  the  Death  Benefit  Claim  is  determined  under such Annuity (the "Death
                                                                           -----
Benefit  Claim  Payment").
      -----------------

     Section  5.2.  Total  Surrender.  On  a  complete  surrender  by  the
                    ----------------
Contractholder  of  an  Annuity  during  the accumulation phase of such Annuity,
ANLIC  (Hawaii)  will  pay  Anchor the Reinsurance Percentage of the sum of (i)

                                       17
<PAGE>
the Separate Account Value, and (ii) the Transferred Fixed Account Value of such
Annuity,  as  paid  by Anchor on an Annuity reinsured hereunder adjusted for any
required  market  value  adjustment under such Annuity, each less any applicable
                                                             ----
charges  and  deductions  (the  "Total  Surrender  Payment").
                                 -------------------------

     Section  5.3.  Partial  Withdrawal.  On  a withdrawal by the Contractholder
                    -------------------
under  an  Annuity during the accumulation phase of such Annuity of part but not
all  of  the  Separate Account Value or Fixed Account Value, ANLIC (Hawaii) will
pay  Anchor the Reinsurance Percentage of the sum of (i) such partial withdrawal
in  respect  of  the  Separate  Account  Value,  if  any,  and (ii) such partial
withdrawal in respect of the Transferred Fixed Account Value, if any, as paid by
Anchor  on an Annuity reinsured hereunder adjusted for any required market value
adjustment  under  such Annuity, each less any applicable charges and deductions
                                      ----
(the  "Partial  Withdrawal  Payment").
       -----------------------------

     Section  5.4.  Payout  Annuity Payment; Annuity Benefit Payment.  (a) ANLIC
                    ------------------------------------------------
(Hawaii) will be liable for the Reinsurance Percentage of its portion (described
below) of Annuity Benefits made on an Annuity reinsured hereunder if the Annuity
Benefits  are  based on the fixed settlement options at terms guaranteed in such
Annuity  at  the  time  of issue of such Annuity (the "Payout Annuity Payment"),
                                                       ----------------------
provided  that  ANLIC (Hawaii) shall not be so liable if and to the extent that,
   -----
prior  to or upon receiving notice of the decision by a Contractholder to choose
such  settlement  option,  Anchor notifies ANLIC (Hawaii) that it has elected to
recapture  such  Annuity  upon  the effective date of such settlement option, at
which  time  such  Annuity  will  be considered surrendered and ANLIC (Hawaii)'s
obligation  for  Annuity  Benefits  paid  by Anchor on such an Annuity reinsured
hereunder  will  be  satisfied  in  full by the payment to Anchor of the Annuity
Benefit  Payment  (as  defined  in  Section  5.4(b))  therefore.  The  notice of
election  to  recapture  by  Anchor  referred  to  in the preceding sentence may
provide  that  it  applies to one or more Annuities or all the Annuities and may
recite that the election to recapture will remain in effect until written notice
is  given  by Anchor to ANLIC (Hawaii) revoking the prior election to recapture,
in  whole  or in part with respect to future Annuity Benefits made on an Annuity
reinsured  hereunder.  In  the  event  that  ANLIC  (Hawaii)  is  liable for the
Reinsurance  Percentage  of  its  portion of Annuity Benefits under this Section
5.4(a),  then  such  portion  shall be a percentage equal to (i) the Reinsurance
Percentage  of the sum of (x) the Separate Account Value of such Annuity and (y)
the  Transferred  Fixed  Account Value of such Annuity adjusted for any required
market value adjustment under such Annuity, each less any applicable charges and
                                                 ----
deductions  (but  not premium taxes), divided by (ii) the Contract Value of such
Annuity  adjusted  for  any required market value adjustment under such Annuity,
each  less  any  applicable charges and deductions (but not premium taxes), each
      ----
determined  as  of the date the proceeds of such Annuity are applied to purchase
Annuity  Benefits.

     (b)  ANLIC  (Hawaii)  will  not be liable for the reinsurance of an Annuity
annuitizing  at  terms more favorable than those guaranteed at the time of issue
of  such  Annuity.  In  the event that Anchor allows annuitization at terms more
favorable  than  those  guaranteed  in  an  Annuity at the time of issue of such
Annuity,  such  Annuity  will  be  considered  surrendered  and ANLIC (Hawaii)'s
obligation  for  Annuity  Benefits paid by Anchor  on  such an Annuity reinsured
hereunder  will  be  satisfied  in  full  by

                                       18
<PAGE>
the payment to Anchor of the "Annuity Benefit Payment," which shall be an amount
                              -----------------------
equal to the Reinsurance Percentage of the sum of (i) the Separate Account Value
of  such  Annuity,  and (ii) the Transferred Fixed Account Value of such Annuity
adjusted  for any required market value adjustment under such Annuity, each less
                                                                            ----
any applicable charges and deductions, determined as of the date the proceeds of
such  Annuity  are  applied  to  pay  for the Separate Account and Fixed Account
amounts  applied  to  purchase  Annuity  Benefits.

     Section  5.5.  Claims Settlements.  The procedures for settlement of claims
                    ------------------
under  this  Agreement  with  respect  to  the  Annuities  shall  conform to the
procedures set forth in the CG YRT Retrocession Agreement (including Article VII
thereunder)  or  any Successor YRT Retrocession Agreement so that ANLIC (Hawaii)
may  comply  with  all claim settlement procedures under the CG YRT Retrocession
Agreement  or  any  Successor  YRT  Retrocession  Agreement. ANLIC (Hawaii) will
accept  the  decision  of  Anchor  with respect to Benefit Payments on Annuities
reinsured  hereunder.  Except  as  specifically  provided  in  this Agreement or
otherwise  provided under the Annuities reinsured hereunder, ANLIC (Hawaii) will
pay  the  Benefit  Payments  in a lump sum to Anchor.  Anchor must determine all
Death  Benefit  Claims  within  the  period  of  time specified under the CG YRT
Retrocession  Agreement  or  any  Successor  YRT  Retrocession  Agreement.

     Section  5.6.  Contested  Death  Benefit  Claims.  Anchor  hereby grants to
                    ---------------------------------
ANLIC  (Hawaii)  the same rights the reinsurer has under the CG YRT Retrocession
Agreement  (including  Articles  VII  and  X  thereunder)  or  any Successor YRT
Retrocession  Agreement with respect to ANLIC (Hawaii) with respect to contested
Death  Benefit  Claims.  Such  rights may be delegated by ANLIC (Hawaii) to such
reinsurer.

                                   ARTICLE VI

                               Reserve Adjustments
                               -------------------

     Section  6.1.  Initial Reserve Adjustment.  Simultaneously with the payment
                    --------------------------
of  the Initial Consideration by Anchor to ANLIC (Hawaii) at the Effective Time,
ANLIC  (Hawaii)  will pay Anchor an initial reserve adjustment in an amount that
is  equal  to  the  Modified Coinsurance Reserve determined as of August 1, 1999
(the  "Initial  Reserve  Adjustment").
       ----------------------------

     Section  6.2.  Modified  Coinsurance  Reserve Adjustment.  (a) The Modified
                    -----------------------------------------           --------
Coinsurance  Reserve  Adjustment"  will  be  computed  as  of  the  end  of each
  ------------------------------
Accounting  Period  equal  to  the  result  of (i) less (ii) less (iii), where:
  -------                                          ----      ----

     (i)  equals  the Modified Coinsurance Reserve determined at the end of such
Accounting  Period;

     (ii)  equals  the Modified Coinsurance Reserve determined at the end of the
preceding  Accounting  Period;  and

     (iii)  equals the Modified Coinsurance Reserve Investment Credit determined
as  of  the  end  of  such  Accounting  Period.

     (b)  For  any  Accounting  Period  in which the amount computed in Section

                                       19

<PAGE>
6.2(a)  is  positive,  ANLIC (Hawaii) will pay Anchor the absolute value of such
amount.  For  any  Accounting  Period  in  which  the amount computed in Section
6.2(a)  is  negative,  Anchor will pay ANLIC (Hawaii) the absolute value of such
amount.

                                   ARTICLE VII

                                   [Reserved]
                                   ----------

                                  ARTICLE VIII

                           Accounting and Settlements
                           --------------------------

     Section  8.1.  Monthly  Accounting  Periods.  Each  accounting period under
                    ----------------------------
this  Agreement  (an "Accounting Period") will be a calendar month, except that:
                      -----------------
(i)  the  initial  Accounting Period runs from August 1, 1999 through August 31,
1999  (the  "Initial  Accounting  Period"), and (ii) the final Accounting Period
             ---------------------------
runs  from  the  end  of  the  preceding  Accounting  Period  until the Terminal
Accounting  Date.

     Section  8.2.  Reinsurance Servicer Reports.  A servicer report in the form
                    ----------------------------
attached  hereto  as  Schedule  8.2  (the "Reinsurance Servicer Report") will be
                                           ---------------------------
provided by the Servicer to ANLIC (Hawaii) and Anchor for each Accounting Period
as provided in the Servicing Agreement not later than two Business Days prior to
the  Payment  Date  immediately  following  such  Accounting  Period.

     Section  8.3.  Initial  Settlement.  At  the  Effective  Time:
                    -------------------

     (i)  Anchor  will  settle  its obligation to pay ANLIC (Hawaii) the Initial
Consideration.

     (ii)  ANLIC  (Hawaii)  will  settle  its  obligation to pay Anchor: (x) the
Initial  Reserve  Adjustment,  and  (y)  the  Ceding  Commission.

     (iii)  A  settlement  as  provided  in Section 8.4 will be computed for the
Initial  Accounting  Period  for  each  calendar  month  thereof.

     Section  8.4.  Monthly  Settlements.  (a)  On or prior to each Payment Date
                    --------------------
immediately  following  each  monthly  Accounting Period, Anchor will settle its
obligation  to  pay  ANLIC  (Hawaii)  for  such  Accounting  Period the sum of:

     (i)  the  Modco Reinsurance Premiums, determined in accordance with Section
3.2(a);  plus
         ----

     (ii) any Net Separate Account Transfer CARVM Reserve Adjustment, determined
in  accordance  with  Section  3.4;  plus
                                     ----

     (iii)  any  Modified  Coinsurance  Reserve  Adjustment  payable  to  ANLIC
(Hawaii),  determined  in  accordance  with  Section  6.2;  plus
                                                            ----

     (iv)  the  Anchor  Payment  Amounts.

                                       20

<PAGE>
     (b) Simultaneously with the payments in Section 8.4(a), ANLIC (Hawaii) will
settle  its  obligation  to  pay  Anchor  the  sum  of:

     (i)  the  amount  of  Benefit  Payments,  as  described  in Article V; plus
                                                                            ----

     (ii)  the  Allowance for Commissions, determined in accordance with Section
4.3;  plus
      ----

     (iii) the Allowance for Expense, determined in accordance with Section 4.4;
plus
----

     (iv)  the  Anchor  YRT  Reinsurance  Premium  Refund, if any, determined in
accordance  with  Section  4.6;  plus
                                 ----

     (v)  any Net Fixed Account Transfer CARVM Reserve Adjustment, determined in
accordance  with  Section  4.7;  plus
                                 ----

     (vi)  any  amount  determined  in  accordance  with  Section  4.8;  plus
                                                                         ----

     (vii)  any  Modified  Coinsurance  Reserve  Adjustment  payable  to Anchor,
determined  in  accordance  with  Section  6.2;  plus
                                                 ----

     (viii)  any  Anchor  YRT  Expense  Recovery.

     Section  8.5.  Amounts  Due.  Except  as  provided  in  Section  8.9 and as
                    ------------
otherwise specifically provided in this Agreement, all amounts due to be paid to
either Anchor or ANLIC (Hawaii) under this Agreement will be determined on a net
basis as of the last day of each monthly Accounting Period and will be due as of
such date and payable on or prior to the Payment Date immediately following such
Accounting  Period.

     Section  8.6.  Annual  Accounting  Reports.  Anchor  will  provide  ANLIC
                    ---------------------------
(Hawaii)  with  annual  accounting  reports  within 30 days after the end of the
calendar  year  for which such reports are prepared.  These reports will contain
sufficient information about the portion of all Annuities reinsured hereunder to
enable  ANLIC (Hawaii) to prepare its annual financial reports and to verify the
information  reported in Anchor annual financial reports relating to the portion
of  all  Annuities  reinsured  hereunder.

     Section  8.7.  Estimations.  If  the  amounts  under  Section 8.4 cannot be
                    -----------
precisely determined by the date described in Section 8.5, such payments will be
paid in accordance with a formula mutually agreed upon by the Parties in writing
which  will  approximate  the actual payments.  Adjustments will then be made to
reflect  actual  amounts  promptly  after  they  become  available.

     Section  8.8.  Delayed  Payments.  Interest  shall  accrue  on  the amounts
                    -----------------
payable  under Sections 8.4, 9.4 and 14.1 at the Alternate Base Rate, payable on
demand,  provided  that  (i) interest shall not accrue on the amounts payable by
         --------
ANLIC  (Hawaii)  to  Anchor  relating to reinsurance of the Fixed Account of all
Annuities  under  this  Agreement for any Accounting Period until ANLIC (Hawaii)
receives a Reinsurance Servicer Report for the settlement of amounts relating to
reinsurance  of the Fixed Account of all Annuities under this Agreement for such
Accounting  Period,  and  (ii)  interest

                                       21
<PAGE>
shall  accrue  on  the  amounts  payable by Anchor to ANLIC (Hawaii) relating to
reinsurance of the Fixed Account of all Annuities under this Agreement beginning
August  1,  1999 unless ANLIC (Hawaii) receives the Reinsurance Servicer Reports
for  the  settlement  of amounts relating to reinsurance of the Fixed Account of
all Annuities under this Agreement for all Accounting Periods from the Effective
Time  to  the  end  of the Accounting Period ending November 30, 1999 within two
Business  Days  prior  to  the Payment Date immediately following the Accounting
Period  ending  November  30,  1999.

     Section  8.9.  Form  of Payment; Offset.  Each Party hereto shall have, and
                    ------------------------
may  exercise at any time and from time to time, the right to offset any balance
or  balances  due  from such Party to the other Party under this Agreement.  The
Party  asserting  the  right  of  offset  shall have and may exercise such right
whether  the  balance  or  balances  due or to become due to such Party from the
other  Party  are  on  account  of  indemnity  payments,  reinsurance  premiums,
allowances,  commissions or otherwise and regardless of the capacity, whether as
assuming  reinsurer  or  as  ceding company, in which each Party acted under the
agreement  or,  if  more  than  one,  the  different  agreements  involved.  The
application  of this Section 8.9 shall not be deemed to constitute diminution in
the  event  of  insolvency.

                                   ARTICLE IX

                             Duration and Recapture
                             ----------------------

     Section  9.1.  ANLIC (Hawaii)'s Liability.  The liability of ANLIC (Hawaii)
                    --------------------------
with  respect to any Annuity will begin simultaneously with that of Anchor or as
of  12:01  a.m.,  Los  Angeles, California local time, August 1, 1999, whichever
occurs  later.  ANLIC  (Hawaii)'s  liability  with  respect to each Annuity will
terminate  on the earliest of (i) the date such Annuity is recaptured in full in
accordance with Section 9.3, (ii) the date Anchor's liability on such Annuity is
terminated,  (iii)  the  date  this  Agreement  is terminated in accordance with
Section  9.2,  or (iv) the date such Annuity is recaptured in full under Section
14.1.  Termination  of  ANLIC  (Hawaii)'s liability under clause (i) or (iii) of
the  preceding  sentence  is subject to payments in respect of such liability in
accordance  with  the  provisions  of  Article  X.

     Section  9.2.  Termination.  (a)  If  an  Event  of Recapture exists, ANLIC
                    -----------
(Hawaii)  may  terminate  this  Agreement  on no less than 5 day's prior written
notice  to  Anchor.

     (b)  This Agreement shall terminate automatically on the earlier of (i) the
close  of  business  on  September  30,  1999  if the Effective Time has not yet
occurred,  and  (ii)  the  date  that ANLIC (Hawaii)'s liability terminates with
respect  to  all  Annuities.

     (c)  Anchor  may  terminate this Agreement on prior written notice to ANLIC
(Hawaii)  on  or after the date the Unearned Ceding Commission Amount is reduced
to  zero.

     (d)  Prior  to the date the Unearned Ceding Commission Amount is reduced to
zero, this Agreement may be terminated by the mutual written agreement of Anchor
and  ANLIC  (Hawaii).

                                       22
<PAGE>
     (e)  The  obligation  of  Anchor to pay the Anchor Payment Amounts to ANLIC
(Hawaii) in accordance with this Agreement shall survive the termination of this
Agreement  pursuant to Section 9.2(a) until all obligations of Anchor under this
Agreement,  including  the  obligation  to  pay  Recapture  Payments pursuant to
Section  9.4,  have  been  satisfied.

     Section  9.3.  Recapture.  (a)  Anchor may at any time recapture all or any
                    ---------
percentage  (the  "Recapture  Percentage")  of  the  risks  reinsured  under the
                   ---------------------
Annuities  upon  not less than 10 days' prior written notice to ANLIC (Hawaii).

     (b) Any notice given pursuant to Section 9.3(a) shall specify the Recapture
Percentage.

     (c)  In  the  event  that ANLIC (Hawaii) does not pay the entire amount due
under the ANLIC (Hawaii) Note by September 15, 1999, then Anchor may recapture a
Reinsurance  Percentage of 100% of the risks reinsured under the Annuities as of
August  1,  1999  upon  delivery  of  the ANLIC (Hawaii) Note to ANLIC (Hawaii),
without  any  additional  payment  by  Anchor.

     Section  9.4.  Recapture Payment.  If this Agreement is terminated by ANLIC
                    -----------------
(Hawaii)  pursuant  to  Section  9.2(a)  or  if any portion of the Annuities are
recaptured  pursuant  to  Section 9.3(a), Anchor shall, on the effective date of
such  termination  or  recapture,  remit  by  wire transfer to ANLIC (Hawaii) an
amount  (the  "Recapture  Payment")  equal  to  the  sum  of  a  notional amount
               ------------------
determined  by  multiplying  the  Recapture  Percentage  by  the Unearned Ceding
Commission  Amount  on  the  effective  date of termination or recapture (in the
event  of  a  termination,  the  Recapture  Percentage  shall  be  100%).

     Section 9.5.  Reduction of Reinsurance Percentage.  Upon the effective date
                   -----------------------------------
of  any  recapture  in  which  the  Recapture  Percentage is less than 100%, the
Reinsurance  Percentage shall be reduced to that percentage equal to the product
of  (i)  100% less the Recapture Percentage, and (ii) the Reinsurance Percentage
              ----
in  effect  immediately  before  such  recapture.

     Section  9.6.  No Deemed Recapture.  No transaction pursuant to Section 5.4
                    -------------------
shall  be  deemed  to  be  a  recapture  pursuant  to  this  Article  IX.

                                    ARTICLE X

                       Terminal Accounting and Settlement
                       ----------------------------------

     Section  10.1.  Terminal  Accounting.  In  the event that this Agreement is
                     --------------------
terminated  in accordance with Section 9.2, all reinsurance under this Agreement
is  recaptured  in accordance with Section 9.3, or the Parties mutually agree to
terminate  this  Agreement,  a  final  accounting  and settlement (the "Terminal
                                                                        --------
Accounting and Settlement") will take place in accordance with the provisions of
     --------------------
this  Article  X.  Article  X  of this Agreement will remain in effect following
termination  until  all  obligations  under  Article  X  are satisfied in full.

     Section 10.2.  Date.  The terminal accounting date will be the earliest of:
                    ----
(i)  the  effective  date of recapture pursuant to any notice of 100%  recapture
given  under  this  Agreement,  (ii)  the  effective  date  of

                                       23
<PAGE>
termination pursuant to any notice of termination given under this Agreement, or
(iii)  or  any  other  date  mutually  agreed  to by the Parties in writing (the
"Terminal  Accounting  Date").
      ---------------------

     Section  10.3.  Settlement.  The  Terminal  Accounting  and Settlement will
                     ----------
consist  of:

     (i)  the  monthly settlement as provided in Section 8.4, computed as of the
Terminal  Accounting  Date  as  if  this  Agreement  were  still  in  effect;

     (ii) payment by Anchor to ANLIC (Hawaii) of a terminal reserve equal to the
Modified  Coinsurance  Reserve  as  of  the  Terminal  Accounting  Date;  and

     (iii)  payment by ANLIC (Hawaii) to Anchor of a terminal reserve adjustment
equal  to  the  Modified Coinsurance Reserve as of the Terminal Accounting Date.

If  the calculation of the Terminal Accounting and Settlement produces an amount
owing  to  Anchor, such amount will be paid by ANLIC (Hawaii) to Anchor.  If the
calculation  of  the Terminal Accounting and Settlement produces an amount owing
to  ANLIC  (Hawaii),  such  amount  will  be  paid  by Anchor to ANLIC (Hawaii).

     Section 10.4.  Supplementary Accounting and Settlement.  In the event that,
                    ---------------------------------------
subsequent to the Terminal Accounting and Settlement as provided above, a change
is made with respect to any amounts due, a supplementary accounting will be made
by  Anchor  in the form of an accounting of the items specified in Section 10.3.
Any  amount  owed to Anchor or to ANLIC (Hawaii) by reason of such supplementary
accounting  will  be  paid  promptly  upon  the  completion  thereof.

                                   ARTICLE XI

                                   Insolvency
                                   ----------

     Section  11.1.  In  General.  In  the  event  of  Anchor's  insolvency, any
                     -----------
payments  due Anchor from ANLIC (Hawaii) pursuant to the terms of this Agreement
will  be  made  directly  to  Anchor  or  its  liquidator, receiver or statutory
successor.  The  reinsurance  will  be payable by ANLIC (Hawaii) on the basis of
the liability of Anchor under the Annuities reinsured without diminution because
of the insolvency of Anchor.  The liquidator, receiver or statutory successor of
Anchor  will  give  ANLIC  (Hawaii)  written  notice  of the pendency of a claim
against  Anchor  on  any  Annuity  reinsured within a reasonable time after such
claim  is  filed  in  the insolvency proceeding. During the pendency of any such
claim,  ANLIC (Hawaii) may investigate such claim and interpose in Anchor's name
(or in the name of Anchor's liquidator, receiver or statutory successor), in the
proceeding  where such claim is to be adjudicated, any defense or defenses which
ANLIC  (Hawaii)  may  deem  available  to  Anchor or its liquidator, receiver or
statutory  successor.  The  expense  thus  incurred  by  ANLIC  (Hawaii) will be
chargeable,  subject  to court approval, against Anchor as a part of the expense
of  liquidation  to the extent of a proportionate share of the benefit which may
accrue  to  Anchor  solely  as  a  result  of  the  defense  undertaken by ANLIC
(Hawaii).

                                       24

<PAGE>
                                   ARTICLE XII

                          Conditions to Effective Time
                          ----------------------------

     Section  12.1.  Effective  Time.  The  obligation  of  ANLIC  (Hawaii)  to
                     ---------------
reinsure the Annuities and to perform its obligations hereunder relating thereto
shall  take  effect  as of August 1, 1999 at the time, which must occur prior to
the  close of business on September 30, 1999, at which all of the conditions set
forth  in  Sections  12.2  and 12.3 have been satisfied or, in the discretion of
ANLIC  (Hawaii),  waived  (the  "Effective  Time").
                                 ---------------

     Section  12.2.  Condition  Precedent  to  Reinsurance.  (a)  ANLIC (Hawaii)
                     -------------------------------------
shall  have received on or before the Effective Time the following, each (unless
otherwise  indicated)  dated  such  date,  in form and substance satisfactory to
ANLIC  (Hawaii):

     (i)  Certified  copies  of the resolutions or rules adopted by the Board of
Directors  or an authorized committee thereof of Anchor granting the appropriate
officers  the authority to approve, execute and deliver this Agreement on behalf
of  Anchor.

     (ii)  A  certificate  of  the  secretary  or  assistant secretary of Anchor
certifying the names and true signatures of the officers of Anchor authorized to
sign  this  Agreement  and  the other documents to be delivered by it hereunder.

     (iii)  A  certificate  of  an authorized officer of Anchor certifying as to
satisfaction  of  the  conditions  set  forth  in  Section  12.3.

     (iv)  Favorable  opinions  of Barger & Wolen, Low & Childers, Char Hamilton
Campbell  &  Thom, each counsel for Anchor, and Susan Harris, general counsel of
SunAmerica,  each substantially in the form attached hereto as Schedule 12.2, as
to  such  matters  as  ANLIC  (Hawaii)  may  reasonably  request.

     (v)  Evidence that authorization or approval or other action by, and notice
to  or  filing  with,  the  following  Governmental  Authorities shall have been
obtained  or  made  to  the  extent required for the due execution, delivery and
performance  by  Anchor of this Agreement, or for the exercise by ANLIC (Hawaii)
of  its  rights  and  remedies  under  this  Agreement:  the  Department.

     (vi)  Evidence  that  all  conditions  precedent  to the obligations of all
parties  under  the  AIC  Retrocession  Agreement,  the  ANLIC  (Hawaii)  YRT
Retrocession  Agreement,  the  CG  YRT  Retrocession Agreement and the Servicing
Agreement  have  been  satisfied.

     (b)  Anchor  shall  have  received  on  or  before  the  Effective Time the
following,  each  (unless  otherwise  indicated)  dated  such  date, in form and
substance  satisfactory  to  Anchor:

     (i)  Evidence that authorization or approval or other action by, and notice
to  or  filing  with,  the  following  Governmental Authorities shall have  been
obtained  or  made  to  the  extent  required  for  the  due  execution,

                                       25
<PAGE>
delivery  and  performance  by  ANLIC  (Hawaii)  of  this  Agreement: the Hawaii
Insurance  Commissioner.

     (ii)  Evidence  that  all  conditions  precedent  to the obligations of all
parties  under  the  AIC  Retrocession  Agreement,  the  ANLIC  (Hawaii)  YRT
Retrocession  Agreement,  the  CG  YRT  Retrocession Agreement and the Servicing
Agreement  have been satisfied and all covenants required to have been performed
have  been  performed.

     Section  12.3.  Additional  Conditions  Precedent  to  Effective Time.  The
                     -----------------------------------------------------
Effective  Time shall be subject to the further conditions precedent that at the
Effective  Time  the  following  statements shall be true (and the acceptance by
Anchor  of  the Ceding Commission shall constitute a representation and warranty
by  Anchor  that  at  the  Effective  Time  such  statements  are  true):

     (i)  the  representations  and  warranties  contained  in  Section 13.1 are
correct  at,  as  of and immediately after the Effective Time, as though made on
and  as  of  the  Effective  Time;  and

     (ii)  no  event  has  occurred  and is continuing, or would result from the
reinsurance  hereunder  or  from the application of the proceeds therefrom, that
constitutes  an Event of Recapture or would constitute an Event of Recapture but
for  the  requirement  that  notice  be  given  or  time  elapse  or  both;

and  ANLIC  (Hawaii)  shall  have  received  such  other  approvals, opinions or
documents  as  ANLIC  (Hawaii)  may  reasonably  request.

                                  ARTICLE XIII

                         Representations and Warranties
                         ------------------------------

     Section 13.1.  Representations and Warranties of Anchor.  Anchor represents
                    ----------------------------------------
and  warrants  as  of  the  date  hereof  as  follows:

     (a)  Anchor  is  a  stock life insurance company duly incorporated, validly
existing  and  in  good standing under the laws of Arizona and is duly qualified
and  licensed in the District of Columbia and all states of the United States of
America  except  for  the  State  of  New York and in good standing as a foreign
insurer  in  each jurisdiction where the failure to be so qualified would have a
material  adverse  effect  on  the  interests of ANLIC (Hawaii) hereunder or the
ability  of  ANLIC  (Hawaii)  to  enforce its rights hereunder or the ability of
Anchor  to  perform  its  obligations  under  the  Annuities and this Agreement.

     (b) The execution, delivery and performance by Anchor of this Agreement and
Anchor's  use  of  the  proceeds  of  the Ceding Commission, are within Anchor's
corporate  powers,  have been duly authorized by all necessary corporate action,
do  not contravene (i) Anchor's articles of incorporation or by-laws or (ii) law
or any regulation or contractual restriction binding on or affecting Anchor, and
do  not  result  in  or  require  the  creation of any Adverse Claim (other than
pursuant  hereto) upon  or with respect to the Separate Accounts or Annuities or
any  of  its

                                       26
<PAGE>
properties;  and no transaction contemplated hereby requires compliance with any
bulk  sales act or similar law (other than California Civil Code   3440.1, which
has  been  duly  complied  with).

     (c)  No  authorization  or approval or other action by, and no notice to or
filing  with,  any  Governmental  Authority  is  required for the due execution,
delivery  and  performance  by  Anchor of this Agreement, or for the exercise by
ANLIC  (Hawaii)  of its rights and remedies under this Agreement, except for (i)
those  set forth in Section 12.2(a)(v), and (ii) such filings with and approvals
of  such Governmental Authorities as will have been duly made and obtained prior
to  the  Effective  Time.

     (d)  This  Agreement  is  the legal, valid and binding obligation of Anchor
enforceable  against  Anchor  in  accordance with its terms.  This Agreement has
been  duly  executed  and  delivered  by  Anchor.

     (e)(i)  The annual Convention Statement of Anchor, including the provisions
made  therein  for  investments  and the valuation thereof, reserves, policy and
contract  claims  and  statutory  liabilities,  as filed with the Department and
delivered  to  ANLIC  (Hawaii)  prior  to  the  execution  and  delivery of this
Agreement,  as  of  and  for  the  years  ended December 31, 1996, 1997 and 1998
(collectively,  the "Anchor Statutory Financial Statements"), have been prepared
                     -------------------------------------
in  accordance with SAP applicable thereto applied on a consistent basis (except
as  noted  therein).  Each  such  Anchor  Statutory  Financial  Statement was in
compliance  with  applicable  law when filed.  According to the best of Anchor's
information, knowledge and belief, the Anchor Statutory Financial Statements are
a full and true statement of all the assets and liabilities and of the condition
and  affairs  of Anchor as of the respective dates thereof and of its income and
deductions  therefrom for the respective years ended on such dates and have been
completed  in  accordance  with  the  NAIC  annual  statement  instructions  and
accounting  practices and procedures manuals except to the extent that state law
may  differ  or that state rules or regulations require differences in reporting
not  related  to  accounting  practices  and  procedures.

     (ii)  Anchor has delivered to ANLIC (Hawaii) complete and correct copies of
the  annual  reports  for  the fiscal years ended September 30, 1997 and 1998 on
Form  10-K (collectively, the "Anchor Annual Reports") and all quarterly reports
                               ---------------------
on Form 10-Q of Anchor for periods ending after September 30, 1998, in each case
as  filed with the Securities and Exchange Commission (collectively, the "Anchor
                                                                          ------
Quarterly Reports").  The Anchor Annual Reports and the Anchor Quarterly Reports
-----------------
correctly  describe,  as  of their respective dates, the business then conducted
and  proposed  to  be  conducted  by  Anchor.  There  are included in the Anchor
Quarterly  Reports  and  the  Anchor  Annual  Reports  consolidated  financial
statements  at and for the periods specified therein.  Anchor has also delivered
to  ANLIC  (Hawaii)  complete  and correct copies of all current reports on Form
8-K,  proxy  statements, registration statements and prospectuses, if any, filed
by  Anchor with the Securities and Exchange Commission since September 30, 1998.
All  financial statements delivered to ANLIC (Hawaii) in the foregoing materials
(except  as  otherwise  specified therein) have been prepared in accordance with
GAAP applied on a consistent basis throughout the periods specified with respect
to  each

                                       27
<PAGE>
consolidated  entity,  and  present  fairly  the  financial  position  of  the
corporation  or  corporations  to  which  they relate as of the respective dates
specified  and  the  results of its or their operations and changes in financial
position  for  the  respective  periods  specified.

     (f)(i)  The value of the assets of Anchor calculated in accordance with SAP
is  greater  than  the  total  amount  of  its liabilities, including contingent
liabilities,  (ii)  the  present  fair  salable  value  of  the assets of Anchor
calculated  in  accordance  with  SAP  is  not less than the amount that will be
required  to  pay all probable liabilities of Anchor on its debts as they become
absolute and matured, (iii) Anchor does not intend to, and does not believe that
it will incur debts or liabilities beyond Anchor's ability to pay such debts and
liabilities  as  they  mature,  (iv)  Anchor  is  not engaged in a business or a
transaction,  and  is  not  about  to engage in a business or a transaction, for
which  Anchor's  property would constitute unreasonably small statutory surplus;
and (v) Anchor's Total Adjusted Capital is greater than the product of 2.5 times
Anchor's  Authorized  Control  Level  Risk-Based  Capital (where "Total Adjusted
Capital"  and  "Authorized  Control  Level Risk-Based Capital" have the meanings
given  those terms in the Risk-Based Capital (RBC) for Insurer Model Act adopted
by  the  National  Association  of  Insurance  Commissioners).

     (g)  There  is no pending or, to the knowledge of Anchor, threatened action
or  proceeding  against  or  involving  Anchor  before  any  court, Governmental
Authority  or  arbitrator that may materially adversely affect (i) the financial
condition  or  operations of Anchor or (ii) the ability of Anchor to perform its
obligations  under  this  Agreement,  or  that  purports to affect the legality,
validity  or  enforceability  of  this  Agreement.

     (h)  Anchor  is  the  legal  and  beneficial  owner of the right to receive
payment  of  the  Charges  free  and  clear  of any Adverse Claim.  No effective
financing statement or other instrument similar in effect covering any rights of
Anchor in any Separate Account or Annuity or any Charges or the Collections with
respect  thereto  or  any  proceeds  thereof is on file in any recording office.

     (i)  Each  Prospectus, information, exhibit, financial statement, document,
book,  record or report (but in each case excluding any projections or forecasts
contained  therein)  furnished or to be furnished at any time by Anchor to ANLIC
(Hawaii)  in  connection  with  this  Agreement  is  or  will be accurate in all
material  respects  as  of its date, and (except as otherwise disclosed to ANLIC
(Hawaii)  at  such  time)  as  of  the  date  so  furnished, Anchor will have no
knowledge of a material inaccuracy as of the date thereof contained therein, and
no  such  document  contains  or will contain any untrue statement of a material
fact  or  omits or will omit to state a material fact necessary in order to make
the  statements contained therein, in the light of the circumstances under which
they  were  made,  not  misleading.

     (j)  The  chief  place of business and chief executive office of Anchor and
the  office  where  Anchor keeps its records concerning the Annuities and  Gross
Amounts  Payable,  including  the  original  copies  of  each  of  the

                                       28
<PAGE>
Annuities  and  the Charges are located at the address specified in Section 17.4
(or, solely with respect to where Anchor keeps such records, Storeretrieve, Inc,
1150  South Taylor Avenue, Montebello, California) or in each case at such other
locations,  notified  to  ANLIC  (Hawaii)  in accordance with Section 17.4.  The
Obligors  are  the  Separate  Account  and  the  Funds.

     (k)  All  the  Charges  are  Eligible  Charges.

     (l)  The  Charges  are  legal, valid and binding as to the Obligors and the
Contractholders  and  are enforceable in accordance with their terms against the
Obligors  and  no  payment  of  any  charge  is  past  due.

     (m)  Schedule  13.1-1 contains true, correct and complete copies of each of
the forms of Annuity agreements (including the form of each endorsement included
in  any  Annuity)  and  such  forms  of Annuity contracts have been furnished to
Connecticut  General  Life  Insurance  Company  in  connection  with  the CG YRT
Retrocession  Agreement.

     (n)  Anchor, each Fund and the Separate Account have irrevocably instructed
the  Custodian  to  make  all  payments  on account of Charges directly to ANLIC
(Hawaii)  as  and  when  required  in  the  Standing  Instructions.

     (o)  Schedule  13.1-3  sets  forth  the CARVM reserve methodology in use by
Anchor,  as  approved  by  the  Department  and  in  use  in  other  applicable
jurisdictions.

     (p)  All  of  the  Annuities  reinsured  under  this  Agreement  are
non-participating.

     (q) None of the Annuities reinsured under this Agreement provide for policy
loans.

     Section  13.2.  Representations  and  Warranties  of  ANLIC (Hawaii). ANLIC
                     ----------------------------------------------------
(Hawaii)  represents  and  warrants  as  of  the  date  hereof  as  follows:

     (a)  ANLIC (Hawaii) is a stock captive insurance company duly incorporated,
validly  existing  and  in  good  standing  under  the corporate laws of Hawaii.

     (b)  The  execution,  delivery  and  performance  by ANLIC (Hawaii) of this
Agreement  are  within  ANLIC  (Hawaii)'s  corporate  powers,  have  been  duly
authorized  by  all  necessary  corporate  action,  do  not contravene (i) ANLIC
(Hawaii)'s articles of incorporation or by-laws or (ii) law or any regulation or
contractual  restriction  binding  on  or  affecting  ANLIC  (Hawaii).

     (c)  No  authorization  or approval or other action by, and no notice to or
filing  with,  any  Governmental  Authority  is  required for the due execution,
delivery  and  performance  by  ANLIC  (Hawaii) of this Agreement except for (i)
those set forth in Section 12.2(b)(i), and (ii) such filings with, and approvals
of  such  Governmental  Authorities as will have been made and obtained prior to
the  Effective  Time.

                                       29

<PAGE>
     (d)  This  Agreement  is  the  legal, valid and binding obligation of ANLIC
(Hawaii)  enforceable  against  ANLIC  (Hawaii)  in  accordance  with its terms.

     (e) ANLIC (Hawaii) has provided to Anchor a true and correct copy of the CG
YRT Retrocession Agreement as the same will be in effect at the time provided in
the  recitals  to  this  Agreement.

                                   ARTICLE XIV

                                    Covenants
                                    ---------

     Section 14.1.  Anchor Internal Replacements.  (a) Anchor will not permit an
                    ----------------------------
Internal  Replacement  to  occur  except (i) an Internal Replacement made in the
ordinary course of business that is not described in subparagraph (i) or (ii) of
paragraph  (b)  of  this  Section  14.1,  (ii) pursuant to paragraph (b) of this
Section  14.1, and (iii) an Internal Replacement as to which Anchor has obtained
the  prior  written consent of ANLIC (Hawaii).  Anchor shall report all Internal
Replacements  in  the  Reinsurance  Servicer  Report.

     (b)  If  an  Internal  Replacement

     (i) results from a program of Internal Replacement initiated or promoted by
(x)  Anchor,  its Affiliates, successors or assigns, or (y) an insurance agency,
an insurance or securities broker, or a bank or other organization authorized by
Anchor,  its  Affiliates,  successors  or assigns to sell fixed or variable life
insurance  policies  or  annuity  contracts,  or

     (ii)  involves the issue, in substitution for or replacement of an Annuity,
of  a  fixed  or variable life insurance policy or annuity contract by Anchor or
its  Affiliates,  successors  or assigns that is not on a fixed or variable life
insurance  policy  or  annuity contract form available for sale in substantially
all  states  in  which  Anchor  is  licensed  to do an insurance business at the
Effective  Time, and if such new form contains significant features that are not
features  of  the  Annuity  being  replaced,

then  Anchor  must  elect  one  of  the  following  options with respect to such
Internal  Replacement:

     Replacement  Option A - Anchor reinsures the replacement policy or contract
issued  by  Anchor  with  ANLIC  (Hawaii)  under  this  Agreement  on  terms and
conditions  specified  and  agreed  to  by  ANLIC  (Hawaii).

     Replacement Option B - (i) Anchor recaptures the Annuity subject to such an
Internal  Replacement  prior  to  its  surrender,  (ii)  Anchor  remits to ANLIC
(Hawaii) an amount (the "Replacement Fee") equal to the product of (x) an amount
                         ---------------
equal  the  Unearned Ceding Commission Amount as of the beginning of the current
monthly  Accounting Period, and (y) a fraction (A) the numerator of which is the
sum  of  (xx)  the  aggregate  Separate  Account  Values, and (yy) the aggregate
Transferred Fixed Account Values for all Annuities so replaced during the period
from  the  end  of the last monthly Accounting Period when a Replacement Fee was
last  payable  to  the  end  of  the  current  monthly  Accounting  Period  (the
"Replacement  Period"),
         -----------

                                       30

<PAGE>
and (B) the denominator of which is the sum of (xx) the Separate Account Values,
and (yy) the Transferred Fixed Account Values of all Annuities at the end of the
current  monthly  Accounting Period without deduction for the aggregate Separate
Account  Values and aggregate Transferred Fixed Account Values for all Annuities
so  replaced  during  the Replacement Period, provided that the fraction in Item
                                              --------
(ii)(y)  is  equal  to  or  greater  than 0.01 (one-one-hundredth), and provided
                                                                        --------
further  that  any  Replacement  Fee  due  on  August  1, 2019 shall be remitted
immediately  notwithstanding  the  immediately  preceding proviso, and (iii) the
payment to be made by ANLIC (Hawaii) under Section 5.2 for an Annuity subject to
such an Internal Replacement is reduced by the amount of any contingent deferred
sales  charge  waived  by  Anchor.

     Section  14.2.  Anchor  Current  Practices.  While  this  Agreement  is  in
                     --------------------------
effect,  Anchor  will  not, without the prior written consent of ANLIC (Hawaii),
(i) materially change or alter (x) its claims paying or administrative practices
with  respect  to  the Annuities, or (y) its reserving practices with respect to
the  Fixed  Accounts  or  the  Separate  Accounts (including the methodology for
calculating  the  CARVM  Reserve as set forth on Schedule 13.1-3), other than as
specifically required to satisfy the law or regulations of its state of domicile
or  the  directive of the director, commissioner of equivalent official thereof,
or  with  respect to any required filing in a non-domiciliary state, pursuant to
the  laws,  regulations  or  directives thereof, and then only if it gives prior
written  notice  to  ANLIC (Hawaii), provided that such prior notice requirement
                                     --------
will  not  apply  if  inconsistent  with compliance with such law, regulation or
directive, or (ii) agree to adjust, settle, waive, compromise or make any change
in  the  terms or conditions of any Annuity, allow a credit or discount thereon,
or release wholly or partially the Custodian or any Obligor thereunder, provided
                                                                        --------
that  Anchor  may,  in  the  ordinary  course  of  business  consistent with its
administrative  practices in effect at the Effective Time, adjust, settle, waive
or  compromise  the amount or payment of any Charges, allow a credit or discount
thereon,  or release wholly or partially the Custodian or any Obligor thereunder
in  an  aggregate  amount  not  to exceed (x) $100,000 in any monthly Accounting
Period, or (y) $500,000 in any calendar year, to be pro-rated for any portion of
a  calendar  year  this  Agreement  is  in  effect  (the  "Waiver  Allowance").
                                                           -----------------

     Section  14.3.  Anchor  Other  Reinsurance.  While  this  Agreement  is  in
                     --------------------------
effect,  Anchor  will  not  reinsure  any  risks  under  the Annuities reinsured
hereunder other than pursuant to the reinsurance provided under this Agreement.

     Section 14.4.  Affirmative General Covenants of Anchor.  Until the Terminal
                    ---------------------------------------
Accounting  and  Settlement,  Anchor will, unless ANLIC (Hawaii) shall otherwise
consent  in  writing:

     (a)  Performance.  Duly  and  punctually observe and perform each and every
          -----------
obligation  on  its  part  to  be observed or performed under this Agreement, as
modified  or  amended  from  time  to  time  as  permitted  herein.

     (b)  Compliance  with  Laws, Etc.  Comply in all material respects with all
          ---------------------------
applicable  laws,  rules.  regulations and orders with respect to (i) it and its
business  and  properties,  except  to  the  extent  noncompliance  would

                                       31
<PAGE>
not,  individually  or  in  the aggregate, have a material adverse effect on the
interest  of  ANLIC  (Hawaii)  hereunder or in the Gross Amounts Payable, or the
ability  of  Anchor  to perform its obligations hereunder or under the Annuities
and (ii) all Charges and related Annuities and Collections with respect thereto.

     (c)  Preservation  of  Corporate  Existence.  Preserve  and  maintain  its
          --------------------------------------
corporate  existence,  rights,  franchises and privileges in the jurisdiction of
its  incorporation,  and  qualify  and  remain  qualified  in good standing as a
foreign  corporation  in  each other jurisdiction, where the failure to preserve
and  maintain  such existence, rights, franchises, privileges and qualifications
would materially adversely affect the interest of ANLIC (Hawaii) hereunder or in
the  Gross  Amounts Payable, or the ability of Anchor to perform its obligations
hereunder  or  under  the  Annuities.

     (d)  Audits.  At  any  time  and  from time to time during regular business
          ------
hours,  permit  ANLIC  (Hawaii)  or its agents or representatives (including any
Successor  Servicer),  upon  reasonable  advance  notice (i) to examine and make
copies  of  and  abstracts  from  all  books,  records  and documents (including
computer  tapes and disks) in the possession or under control of Anchor relating
to  the  Annuities  and the Gross Amounts Payable, and (ii) to visit the offices
and  properties  of Anchor for the purpose of examining such materials described
in  clause  (i)  above, and to discuss matters relating to the Annuities and the
Gross  Amounts  Payable or Anchor's performance hereunder or under the Annuities
with  any  of  the  officers  or  employees  of  Anchor having knowledge of such
matters,  provided  that by exercising any such rights ANLIC (Hawaii) agree that
          --------
they  will  hold in confidence all information so obtained and will use the same
only  for  the  purposes  contemplated  by  this  Agreement.

     (e)  Maintenance of Separate Existence.  Do all things reasonably necessary
          ---------------------------------
to maintain its corporate existence separate and apart from SunAmerica and other
Affiliates  of  Anchor, including (i) maintaining corporate records and books of
account separate from those of its Affiliates; (ii) except as otherwise provided
in  this  Agreement,  not  commingling  its  assets  and funds with those of its
Affiliates;  (iii)  holding  such  appropriate  meetings  or  obtaining  such
appropriate consents of its board of directors as are necessary to authorize all
Anchor's  corporate  actions  required  by  law to be authorized by the board of
directors,  keeping  minutes  of  such  meetings  and  of  meetings  of  its
stockholder(s) and observing all other customary corporate formalities; and (iv)
at all times holding itself out to the public under Anchor's own name as a legal
entity  separate  and  distinct  from  its  Affiliates.

     (f)  Keeping  of  Records  and  Books of Account.  (i) Keep, or cause to be
          -------------------------------------------
kept, proper books of record and account, which shall be maintained or caused to
be  maintained  by  Anchor  and  shall  be  separate and apart from those of any
Affiliate  of Anchor, in which (x) full and correct entries shall be made of all
financial  transactions and the assets and business of Anchor in accordance with
SAP,  and  (y)  it is clearly shown that the Annuities have been reinsured under
this  Agreement,  and  (ii)  maintain and implement administrative and operating
procedures  (including  an  ability  to  recreate  records  evidencing  the
Annuities  and  the  Gross  Amounts

                                       32
<PAGE>
Payable  in the event of the destruction of the originals thereof), and keep and
maintain  all  documents,  books,  records  and  other  information  reasonably
necessary  or  advisable  for  the  collection  of  all  Gross  Amounts  Payable
(including  records  adequate  to  permit  the  daily identification of each new
Charge  and  all  Collections of and adjustments to each existing Charge and all
Gross  Amounts  Payable),  and  (iii)  mark  its  master data processing records
evidencing  such  the  Annuities  and  the  Gross Amounts Payable with a legend,
acceptable  to  ANLIC  (Hawaii),  evidencing  that such Gross Amounts Payable is
subject  to  this  Agreement.

     (g)  Performance  and  Compliance.  At its expense timely and fully perform
          ----------------------------
and  comply  with all material provisions, covenants and other promises required
to  be  observed  by  it  under  the  Annuities  and  the Gross Amounts Payable.

     (h)  Location  of  Records.  Keep  its  chief  place  of business and chief
          ---------------------
executive  office  and  the  office  where it keeps the originals of its records
concerning  the Annuities and the Gross Amounts Payable at the address of Anchor
referred  to  in Section 13.1(j) or, upon 30 days' prior written notice to ANLIC
(Hawaii),  at any other locations in a jurisdiction where all action required by
Section  17.5  shall  have  been  taken.

     (i) Collection Procedures, Allocation Procedures and Standing Instructions.
         ----------------------------------------------------------------------
Implement and comply at all times with the Collection Procedures, the Allocation
Procedures  and  the  Standing  Instructions.

     (j)  Payment  of  Taxes, Etc.  Pay promptly when due all taxes, assessments
          -----------------------
and  governmental  charges or levies imposed upon it or any Annuity or the Gross
Amounts  Payable  (including  any  intangibles,  property or similar tax), or in
respect  of  its  income  or  profits  therefrom, any and all claims of any kind
(including  claims  for  labor,  materials and supplies), except for such taxes,
assessments, governmental charges or levies and claims as are being contested in
good  faith by proper proceedings and against which adequate reserves shall have
been  established, unless and until any Adverse Claim resulting from the failure
to  pay such taxes, assessments, governmental charges or levies and claims shall
have  attached  and  become  enforceable  against  its  other  creditors.

     (k)  Fixed  Account  Segregated  Assets.  Establish  and maintain the Fixed
          ----------------------------------
Account Segregated Assets in accordance with the requirements and procedures set
forth  in  Schedule  14.4.

     Section  14.5.  Reporting  Requirements  of  Anchor.  Until  the  Terminal
                     -----------------------------------
Accounting  and  Settlement,  Anchor will, unless ANLIC (Hawaii) shall otherwise
consent  in  writing,  furnish  to  ANLIC  (Hawaii):

     (a)(i)(x) promptly upon becoming available, but in any event within 75 days
after  the end of each calendar year, a copy of the annual Convention Statements
of  Anchor for such calendar year, and (y) promptly upon becoming available, but
in  any  event  within 60 days after the end of each of the first three calendar
quarters,  a  copy  of the quarterly Convention Statements  of  Anchor  for such
quarter,  in  each  case  as  filed  by  Anchor

                                       33
<PAGE>
with  the  Department  and executed by the appropriate officer under the laws of
the state of domicile of Anchor, prepared in accordance with SAP and accompanied
by  the  certification of the chief financial officer or chief executive officer
or  controller  or  treasurer of Anchor that such annual or quarterly Convention
Statement presents, to the best of his or her information, knowledge and belief,
a full and true statement of all the assets and liabilities and of the condition
and  affairs  of  Anchor as of the date thereof and of its income and deductions
therefrom  for  the  period  ended  on  such  date  and  have  been completed in
accordance  with  the  NAIC  statement instructions and accounting practices and
procedures  manuals except to the extent that state law may differ or that state
rules  or regulations require differences in reporting not related to accounting
practices  and  procedures;

     (ii)(x)  promptly  upon becoming available, but in any event within 75 days
after the end of each calendar year, a copy of the annual report on Form 10-K of
Anchor  for such calendar year, and (y) promptly upon becoming available, but in
any  event  within  60  days  after  the end of each of the first three calendar
quarters,  a  copy  of  the  quarterly  report  on  Form 10-Q of Anchor for such
quarter,  in  each  case prepared in accordance with GAAP and accompanied by the
certification  of  the  chief  financial  officer  or chief executive officer or
controller  or  treasurer  of  Anchor  that  such  annual or quarterly financial
statement  presents  fairly, in accordance with GAAP, the financial position and
results  of  operations of Anchor as at and for the period ending on the date of
such  financial  statement;

     (b)  Within  90  days  after  the end of each calendar year, a copy of each
"Statement  of  Actuarial  Opinion"  that  is  provided  to  the  Department (or
equivalent information should the Department no longer require such a statement)
as  to  the  adequacy  of  aggregate reserves for life policies and contracts of
Anchor;

     (c)  as  soon  as  possible  and  in any event within 5 Business Days after
Anchor's  Knowledge  of  the occurrence of each Event of Recapture or each event
that,  with  the  giving of notice or lapse of time or both, would constitute an
Event  of  Recapture,  the  statement of an authorized officer of Anchor setting
forth  details of such Event of Recapture and the action that Anchor proposes to
take  with  respect  thereto;

     (d)  as  soon as possible and in any event within 5 Business Days after the
occurrence  of  any  adjustment, settlement, waiver, compromise or change in the
terms or conditions of any Annuity or any credit, discount or release in respect
thereof,  other  than  (i)  that which is permitted by the Waiver Allowance, and
(ii)  any adjustments, settlements, waivers, compromises or changes in the terms
or  conditions  of  any Charges or any credits, discounts or releases in respect
thereof  which,  in  the  aggregate,  exceeds  $500,000  in excess of the Waiver
Allowance in any calendar year (such amount to be pro-rated for any portion of a
calendar year this Agreement is in effect), the statement of the general counsel
or  chief  financial  officer  of  Anchor  setting  forth  details  thereof;

     (e)  promptly  after the receipt thereof and in any event within 5 Business
Days,  copies  of  each  communication  received  by  Anchor  from  the

                                       34
<PAGE>
Securities  and  Exchange  Commission  or the National Association of Securities
Dealers reporting the final results of, any audit or other investigation related
to  the  Annuities  or  any  aspect  of  the  sale,  maintenance,  investment or
administration  thereof;  and

     (f) promptly, from time to time, such other information, documents, records
or  reports respecting the Annuities the Gross Amounts Payable or the conditions
or  operations,  financial  or  otherwise, of Anchor, as ANLIC (Hawaii) may from
time  to time reasonably request in writing in order to protect ANLIC (Hawaii)'s
interests  under  or  contemplated  by  this  Agreement.

     Section 14.6.  Negative Covenants of Anchor.  Until the Terminal Accounting
                    ----------------------------
and Settlement, Anchor will not, without the written consent of ANLIC (Hawaii):

     (a)  Sales,  Liens,  Etc.  Except  as  otherwise provided herein, (i) sell,
          -------------------
assign  (by operation of law or otherwise) or otherwise dispose of, or grant any
option  with  respect to, or create or suffer to exist any Adverse Claim upon or
with respect to, any interest in any Annuity or the Gross Amounts Payable, other
than,  in  the  case  of  a  Contractholder's  interest  in  an Annuity, a lien,
encumbrance or assignment made or suffered by a Contractholder on such interest,
or  (ii) assign any right of Anchor to receive income in respect of any thereof.

     (b)  Extension  or Amendment of Annuities.  Cancel or terminate any Annuity
          ------------------------------------
except  pursuant  to  the  request of a Contractholder (other than in connection
with  an  Internal Replacement), or amend or otherwise modify or waive the terms
of  any  Annuity,  including  any  Charge,  except  as  permitted  by the Waiver
Allowance.

     (c)  Change in Collection Procedures.  Make or consent to any change in the
          -------------------------------
Collection  Procedures,  which  change  would be reasonably likely to impair the
collectibility  of  any Gross Amounts Payable, except as permitted by the Waiver
Allowance.

     (d)  Change in Allocation Procedures.  Make or consent to any change in the
          -------------------------------
Allocation  Procedures, except with the prior written consent of ANLIC (Hawaii).

     (e)  Grant  a  Security  Interest  in  the  Gross Amounts Payable.  Grant a
          ------------------------------------------------------------
security  interest  in the Annuities or the Gross Amounts Payable to any Person.

     Section  14.7.  Anchor  Changes  in  Investment  Funds, etc.  (a) Except as
permitted by this Section 14.7, Anchor shall not agree to or permit to exist (i)
any  termination,  modification  or  amendment  (a  "Change")  in any investment
                                                     ------
management  or  advisory agreement under which any of the assets of the Separate
Accounts  are managed (a "Contract Change"), or (ii) a Change in the Fundamental
                          ---------------
Investment  Objectives  and  Policies  of  any  fund  in which the assets of the
Separate  Account  are  managed (a "Policy Change"), or (iii) the elimination of
                                    -------------
any portfolio in which the assets of the Separate Account are managed (a "Fund")
                                                                          ----
or  the  addition  of  any new Fund, all except as required by Section 15 of the
Investment  Company  Act  of  1940.

                                       35

<PAGE>
     (b)  Anchor  may  agree to or permit to exist any Contract Change or Policy
Change (i) with the prior consent of ANLIC (Hawaii), or (ii) of which Anchor has
given  ANLIC  (Hawaii)  prior  notice  and which does not result in a reasonable
probability  of a material adverse change in the Charges (other than an increase
in  the  payment  of  contingent  deferred  sales  charges due to an increase in
surrenders  resulting  from  the  Contract Change or Policy Change) to which the
Contract  Change or Policy Change relates, such probability to be measured as of
the  date  of the Contract Change or Policy Change, or (iii) if Anchor elects to
make  a  partial  recapture  under  Section  14.7(d).

     (c)  Anchor  may agree to the addition or elimination of any Fund if Anchor
has  given  ANLIC (Hawaii) prior notice of the circumstances of such addition or
elimination  and  any replacement Fund, and (i) Anchor obtains the prior consent
of  ANLIC  (Hawaii), or (ii) in the case of the elimination of any Fund, if such
Fund  is  replaced  contemporaneously by another Fund with substantially similar
fundamental  investment  objectives  and  policies, or (iii) if such addition or
elimination  does  not  result in a reasonable probability of a material adverse
change  in  the  Charges  (other  than  an increase in the payment of contingent
deferred  sales  charges  due  to  an  increase in surrenders resulting from the
Contract  Change or Policy Change) to which the addition or elimination relates,
such  probability to be measured as of the date of such addition or elimination,
or  (iv)  if  Anchor  elects to make a partial recapture under Section 14.7(d).

     (d)  If  Anchor elects to make a partial recapture under Section 14.7(b) or
Section  14.7(c),  it  shall  recapture  under Section 9.3 (subject to the terms
thereof)  a  Recapture Percentage of the risks reinsured hereunder equal to that
percentage  which  the  portion  of the aggregate Separate Account Values of all
Annuities  attributable  to the Fund to which the Contract Change, Policy Change
or the addition or elimination of a Fund relates bears to the aggregate Separate
Account Values of all Annuities, such values to be determined as of the close of
business  on  the  Business  Day on which the notice of recapture is received by
ANLIC  (Hawaii).

     (e)  Anchor  shall inform ANLIC (Hawaii) and the reinsurer under the CG YRT
Retrocession Agreement or any Successor YRT Retrocession Agreement of any change
in  any  Fund,  including  the  addition  or  elimination  of  any  Fund.

     (f)  Notwithstanding  the provisions of this Section 14.7, Anchor shall not
eliminate  any Fund without adding another Fund except as permitted under the CG
YRT  Retrocession  Agreement  or  any  Successor  YRT  Retrocession  Agreement.

     Section  14.8.  Negative  Covenants  of ANLIC (Hawaii).  Until the Terminal
                     --------------------------------------
Accounting  and Settlement, ANLIC (Hawaii) will not, without the written consent
of  Anchor, make or consent to any change to the AIC Retrocession Agreement, the
ANLIC  (Hawaii) YRT Retrocession Agreement, the CG YRT Retrocession Agreement or
any  Successor  YRT  Retrocession  Agreement  that  would either (i) increase an
amount  that  is  payable, directly or indirectly, by Anchor, or (ii) reduce any
obligation  to  pay  an  amount that will be payable, directly or indirectly, to
Anchor,  by  any  party  to  such  agreements.

                                       36

<PAGE>
                                   ARTICLE XV

                                 Reserve Credit
                                 --------------

     Section 15.1.  Security.  ANLIC (Hawaii) shall comply with Section 15.2 for
                    --------
the  purpose  of  qualifying  the  reinsurance  provided  under  Section 2.4 for
statutory  financial statement credit by Anchor under the credit for reinsurance
rules  applicable  in  Arizona.

     Section  15.2.  Letters  of  Credit.  ANLIC  (Hawaii)  must  apply  for and
                     -------------------
provide  to  Anchor  one or more letters of credit that meet the requirements of
Arizona  laws and regulations in an amount equal to or greater than the reserves
ceded  by  Anchor  with  respect  to the reinsurance provided under Section 2.4.
Such letter of credit may be drawn upon at any time and be used by Anchor or any
successor  by  operation  of  law  of  Anchor,  including  any  liquidator,
rehabilitator,  receiver or conservator of Anchor, without diminution because of
insolvency  of  Anchor or ANLIC (Hawaii), for the following purposes but only as
they  relate  to  the  reinsurance  provided  under  Section  2.4:

     (a)  to reimburse Anchor for ANLIC (Hawaii)'s share of premiums returned to
the  owners  of  the  Annuities  on  account  of cancellations of the Annuities;

     (b)  to  reimburse  Anchor  for  ANLIC  (Hawaii)'s  share of surrenders and
benefits  paid  by  Anchor  under  the  Annuities;

     (c)  to  fund  an  account  with  Anchor in an amount at least equal to the
deduction,  for  reinsurance ceded, from Anchor's liabilities for the Annuities.
Interest  on  the amount of funds in such account shall accrue to the benefit of
ANLIC  (Hawaii)  at a rate not in excess of the prime rate of interest.  Such an
amount  shall  include,  but  not  be  limited  to, amounts for policy reserves,
reserves  for  claims  and  losses  incurred  (including losses incurred but not
reported),  loss  adjustment  expenses  and  unearned  premiums;  and

     (d)  to  pay  any other amounts Anchor claims are due under this Agreement.

     Section  15.3.  Letters of Credit; Return of Excess Security.  Anchor shall
                     --------------------------------------------
return  any  amounts  drawn on letters of credit in excess of the actual amounts
required  under  Sections  15.2(a)  through  15.2(c)  and  amounts under Section
15.2(d)  that  are  subsequently  determined  not  to  be  due.

                                   ARTICLE XVI

                               Events of Recapture
                               -------------------

     Section  16.1.  Definition.  If any of the following events shall occur and
                     ----------
be  continuing,  an  "Event  of  Recapture"  shall  exist:
                      --------------------

     (a)  Anchor  fails  to  perform  or  observe any material term or agreement
hereunder  (other  than  those  terms  and agreements set forth in Sections 3.3,
14.5(c)  and  14.6(a))  on  its  part  to  be  performed  or  observed  and

                                       37

<PAGE>
such  failure  remains  unremedied  for  10  days.

     (b)  Anchor  fails  to  perform  or  observe any material term, covenant or
agreement  hereunder  on  its part to be performed or observed, other than those
which constitute an Event of Recapture under Section 16.1(a) or Section 16.1(c).

     (c)  Anchor  fails  to  make  any  payment  or  deposit required under this
Agreement when due except with respect to an adjustment made under Section 2.13,
provided that payment by Anchor with respect to such adjustment is made within 3
--------
Business  Days  after  discovery  thereof.

     (d)  Any  representation or warranty or statement made by Anchor under this
Agreement  was  false  in  any  material  respect  when  made.

     (e)  There  shall  occur,  without  the  consent  of  ANLIC  (Hawaii),  any
termination, modification or amendment in the terms and conditions applicable to
the  Charges,  except  as  permitted  by  the  Waiver  Allowance.

                                  ARTICLE XVII

                                  Miscellaneous
                                  -------------

     Section 17.1.  Parties to this Agreement.  This Agreement is solely between
                    -------------------------
Anchor  and  ANLIC  (Hawaii),  and  performance of the obligations of each Party
under this Agreement shall be rendered solely to the other Party. In no instance
shall anyone other than Anchor or ANLIC (Hawaii) and their respective successors
and assigns have any rights under this Agreement.  The acceptance of reinsurance
hereunder  shall  not  create any right or legal relation whatever between ANLIC
(Hawaii)  and  the  Contractholder,  the  insured  or  any beneficiary under any
Annuity reinsured hereunder and Anchor shall be and remain solely liable to such
Contractholder,  insured  or  beneficiary  under  any  such  Annuity.

     Section 17.2.  Assignment.  Anchor may not assign any of its rights, duties
                    ----------
or  obligations  under  this  Agreement  without  prior written consent of ANLIC
(Hawaii),  except  as permitted hereby.  ANLIC (Hawaii) may (i) grant a security
interest  in  all  its  right,  title  and  interest in this Agreement, and (ii)
retrocede  the  risks  reinsured hereunder but solely as contemplated by the AIC
Retrocession  Agreement  and  by  Section  2.17.

     Section  17.3.  Counterparts.  This Agreement may be executed in any number
                     ------------
of  counterparts by the Parties on separate counterparts, each of which, when so
executed  and  delivered, shall be deemed an original, but all such counterparts
shall  together  constitute  one  and  the  same  instrument.

     Section 17.4.  Notices.  (a) Except as otherwise expressly provided herein,
                    -------
all  notices,  requests, demands, instructions, consents or other communications
provided for hereunder shall be in writing and delivered or mailed by registered
or certified mail or by overnight courier or by facsimile communication, in each
case  prepaid and addressed to the intended recipient at its address for notices
specified  in  Section  17.4(b).

                                       38

<PAGE>
     (b)  All  notices,  requests,  demands,  consents,  approvals  or  other
communications  under  this  Agreement  shall be addressed as follows (or to any
other  address  as  may  be  designated  in  writing  by  the  recipient):

     If  to  Anchor:

Anchor  National  Life  Insurance  Company
1  SunAmerica  Center
Los  Angeles,  CA  90067-6022
Attention:  Lawrence M. Goldman, Associate General Counsel and James R. Belardi,
Senior  Vice  President
Facsimile:  310-772-6574
Telephone:  310-772-6000

     If  to  ANLIC  (Hawaii):

ANLIC  Insurance  Company  (Hawaii),  Ltd.
c/o  50th  State  Risk  Management  Services,  Inc.
Six  Waterfront  Plaza,  Room  405
500  Ala  Moana  Boulevard
Honolulu,  HI  96813
Attention:  Ann  Nakagawa
Facsimile:  808-524-9526
Telephone:  808-543-9737

     Section  17.5.  Further  Assurances.  Anchor will do and perform, from time
                     -------------------
to  time,  any and all acts and execute any and all further instruments required
or  reasonably  requested by ANLIC (Hawaii) more fully to effect the purposes of
this  Agreement.

     Section  17.6.  No Waiver; Cumulative Remedies.  No failure to exercise and
                     ------------------------------
no  delay in exercising, on the part of ANLIC (Hawaii), any right, remedy, power
or  privilege  hereunder shall operate as a waiver thereof; nor shall any single
or  partial exercise of any right, remedy, power or privilege hereunder preclude
any  other  or  further  exercise  thereof  or  the exercise of any other right,
remedy, power or privilege.  The rights, remedies, powers and privileges therein
provided  are cumulative and not exhaustive of any rights, remedies, powers and
privileges  provided  by  law.

     Section  17.7.  Amendment  and  Waiver.  No  amendment,  modification  or
                     ----------------------
discharge  of this Agreement, and no waiver hereunder, shall be valid or binding
unless  set  forth  in  writing  and  duly  executed  by  the Party against whom
enforcement  of the amendment, modification, discharge or waiver is sought.  Any
waiver  shall  constitute  a  waiver  only  with  respect to the specific matter
described  in  such  writing  and shall in no way impair the rights of the Party
granting  such  waiver  in  any  other  respect  or  at  any  other  time.

     Section  17.8.  Entire  Agreement.  The  terms expressed herein constitutes
                     -----------------
the entire agreement between the Parties with respect to the Annuities reinsured
hereunder.  There  are no understandings between the Parties with respect to the
Annuities  reinsured  hereunder  other  than  as  expressed  in this Agreement.

                                       39

<PAGE>
     Section  17.9.  Governing  Law.  This  Agreement  shall  be  governed  by,
                     --------------
interpreted,  construed and enforced by and in accordance with the internal laws
of  the  State  of  Arizona  without  regard  to  its  choice-of-law  rules.

     Section  17.10.  Consent  to  Jurisdiction.  (a)  Each  Party hereto hereby
                      -------------------------
irrevocably  submits to the exclusive jurisdiction of any State or Federal court
sitting  in  the  State  of  Delaware, or, if no court in Delaware will exercise
jurisdiction, Arizona, and any appellate court from any thereof in any action or
proceeding  arising out of or relating to this Agreement or any other instrument
or  document  furnished  pursuant hereto, and each such Party hereby irrevocably
agrees  that all claims in respect of such action or proceeding may be heard and
determined  in  such  Delaware or Arizona State court, as the case may be, or in
such  Federal  court  sitting  in Delaware or Arizona, as the case may be.  Each
such  Party  hereby irrevocably waives, to the fullest extent it may effectively
do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding.  Each  such  Party  irrevocably consents to the service of copies of
the  summons  and complaint and any other process that may be served in any such
action  or  proceeding by the mailing of copies of such process to such Party at
its  address  specified pursuant to Section 17.4.  Each such Party agrees that a
final  judgment  in any such action or proceeding shall be conclusive and may be
enforced  in  other jurisdictions by suit on the judgment or in any other manner
provided  by  law.

     (b)  Nothing in this Section 17.10 shall affect the right of any such Party
to  serve legal process in any other manner permitted by law or affect the right
of any such Party to bring any action or proceeding against any other such Party
or their respective property in the courts of other jurisdictions other than the
State of New York if no court in the States of Delaware or Arizona will exercise
jurisdiction.

     Section 17.11.  Special Service of Process.  Pursuant to any statute of any
                     --------------------------
state,  territory  or  district  of  the  United  States  which  makes provision
therefore,  ANLIC (Hawaii) hereby designates the Superintendent, Commissioner or
Director  of  Insurance,  or  other  officer  specified  for that purpose in the
statute,  or  the  successor  or  successors  in  office  as its true and lawful
attorney  upon  whom  may  be  served  any lawful process in any action, suit or
proceeding  instituted  by  or  on behalf of Anchor or any beneficiary hereunder
arising  out  of  this Agreement, and hereby designates the person specified for
ANLIC  (Hawaii)  pursuant to Section 17.4 as the person to whom the said officer
is  authorized  to  mail  such  process  or  a  true  copy  thereof.

     Section  17.12.  WAIVER  OF  JURY  TRIAL.  ANCHOR AND ANLIC (HAWAII) HEREBY
                      -----------------------
IRREVOCABLY  WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO A TRIAL
BY  JURY  IN  ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT  OR  OTHERWISE)  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT OR THE
TRANSACTIONS  CONTEMPLATED  HEREBY.

     Section 17.13.  Headings.  The headings contained in this Agreement are for
                     --------
purposes  of convenience only and shall not affect the meaning or interpretation
of  this  Agreement.

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<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
and  delivered  as  of  the  date  first  above  written.




ANCHOR  NATIONAL  LIFE  INSURANCE  COMPANY


By________________________________
Name:
Title:




ANLIC  INSURANCE  COMPANY  (HAWAII),  LTD.


By_________________________________
Name:
Title:

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