EX-4.1



 



Exhibit 4.1


Amended and Restated

Registered Representatives’

Deferred Compensation Plan




Effective January 1, 2008



Section 1. Establishment and Purpose.


     1.1 The Company has established, effective originally on January 1, 1999,
an unfunded deferred compensation plan, the Amended and Restated Registered
Representatives’ Deferred Compensation Plan, for the benefit of those
individuals who act as registered representatives of the Broker-Dealer
Subsidiaries (as hereinafter defined).


     1.2 The purpose of the Plan is to attract and retain individuals to become
licensed members with the Broker-Dealer Subsidiaries and to assist such
individuals with long-range financial planning by offering an alternative for
investing monthly commissions and fee payments.


Section 2. Definitions.


     2.1 As used herein, the following terms shall have the meanings set forth
below:


     “Account” means, as to any Representative and for any particular
Enrollment Period, prior to January 1, 2008, the Fund Account and the Interest
Account, and on or after January 1, 2008, the Fund Account, in either case,
established and maintained for that Representative with respect to that
particular Enrollment Period.


     “AIG” means the American International Group, Inc., guarantor of the
Company’s payment obligations under this Plan, and its successors and assigns.


     “Appreciation” means, with respect to each Fund Account, an increase in
the value of that Fund Account in excess of the amount of Earnings originally
deferred into that Account.


     “Beneficiary” means, with respect to any Account for any Enrollment
Period, the person or persons designated as such in accordance with Section 8
below.


     “Broker-Dealer Subsidiary” means the following broker-dealer subsidiaries
of AIG: Royal Alliance Associates, Inc., Advantage Capital Corporation, FSC
Securities Corporation, AIG Financial Advisors, Inc., American General
Securities, Inc and any additional broker-dealer subsidiaries which the Company
adds to this Plan by resolution of its board of directors.







 


     “Code” means the Internal Revenue Code of 1986, as amended, including
regulations and guidance of general applicability thereunder.



		
	 	Committee” means the Management Committee appointed pursuant to Section
9.



     “Company” means SAI Deferred Compensation Holdings, Inc., which has
assumed from SunAmerica Inc. the benefits, rights, obligations, and duties
under this Plan, and its successors and assigns.


     “Deferred Benefit” means the amount of money owing to a Representative
with respect to that Representative’s Account for a particular Enrollment
Period at such time as that Representative receives a distribution of that
Account under this Plan and will be equal to the value of that Account, as
determined in accordance with Section 5 below.


     “Deferred Compensation Agreement” means the form established by the
Committee from time to time through which a Representative may elect or change
an election with respect to Earnings to be deferred for an Enrollment Period,
elect an Optional Distribution Schedule, and designate or change a designation
with respect to a Beneficiary.


     “Disability” means a period of medically determined physical or mental
impairment that is expected to result in death or last for a period of not less
than 12 months during which a Representative qualifies for income replacement
benefits under the Company’s or the Broker-Dealer Subsidiary’s long-term
disability plan for at least 3 months, or, if a Representative does not
participate in such a plan, a period of disability during which the
Representative is unable to engage in any substantial gainful activity by
reason of any medically determined physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months.


     “Earnings” means the commission and/or advisory fee payments paid during
an Enrollment Period from a Broker-Dealer Subsidiary.


     “Enrollment Period” means each Plan Year or portion thereof for which a
Representative has enrolled in the Plan and made an election to defer Earnings
pursuant to Section 4.1 hereof.


     “Enrollment Period Account” means an Account maintained for each
Enrollment Period, except that a single combined Pre-2008 Enrollment Period
Account shall be maintained for all Enrollment Periods prior to January 1,
2008.


     “Fund Account” means a bookkeeping entry maintained by the Company merely
for the purposes of recordkeeping and recording the unsecured contractual
obligation of the Company with respect to the portion of a Representative’s
deferred Earnings in an Enrollment Period Account that is indexed to a
Valuation Fund.


     “Guarantee” means AIG’s full and unconditional guarantee of the Company’s
payment obligations hereunder, substantially in the Form of Annex I hereto.







 


     “Interest Account” means a bookkeeping entry maintained by the Company
merely for the purposes of recordkeeping and recording the unsecured
contractual obligation of the Company to pay interest on the amount of a
Representative’s Earnings originally deferred into an Account for a particular
Enrollment Period.


     “Optional Distribution Schedule” means, with respect to an Enrollment
Period Account, the date selected by a Representative for that Account in
accordance with Section 6 below and, if applicable, the alternative installment
form of payment selected for such Account.


     “Plan” means this Amended and Restated Registered Representatives’
Deferred Compensation Plan as such Plan may be amended, modified or restated
from time to time.


     “Plan Administrator” means the Management Committee, as determined under
Section 9, and also shall include the human resources personnel for the
Broker-Dealer Subsidiary with which any given Representative holds his or her
broker’s license and to whom the Management Committee delegates administrative
duties under the Plan, including but not limited to the distribution or
dissemination of materials and information on enrollment, elections, and
distributions.


     “Plan Year” means the 12-month calendar year ending on December 31.


     “Representative” means any individual holding his or her broker’s license
with a Broker-Dealer Subsidiary.


     “Separation From Service” means a termination of the Representative’s
relationship with a Broker-Dealer for any reason (other than death) and a
cessation of all services for the Broker-Dealer and all entities within the
Company’s controlled group, as defined in Code sections 414(b) and 414(c)
(i.e., the 80-percent controlled group). Determination of whether a Separation
from Service occurs shall be made in a manner that is consistent with Treas.
Reg. §1.409A-1(h)


     “Termination Event” means, with respect to any individual Representative
and any particular Enrollment Period, the occurrence of any event described in
Section 6.1 below with respect to that Enrollment Period.


     “Valuation Date” means any date the relevant United States financial
markets are open for which a Representative’s particular Account is required to
be valued for any purpose.


     “Valuation Funds” means one or more mutual funds designated as available
under the Plan by the Committee from time to time.


     2.2 As used herein, the term Representative shall also apply to any
cash-basis corporate entity which is entitled to receive commissions and/or
advisory fee-based payments from a Broker-Dealer Subsidiary (a “Corporate
Representative”), the shares of which are owned principally by an individual
holding his or her current broker’s license with a Broker-Dealer Subsidiary (an “Individual Representative”). Such
Corporate Representative must make a separate election to participate in this
Plan.


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However, such Corporate Representative’s ability to participate
initially or at any time thereafter shall be, at all times, subject to the
Individual Representative’s participation in this Plan. Accordingly, by way of
example and not limitation, if a Termination Event occurs with respect to the
Individual Representative with respect to a particular Enrollment Period, a
Termination Event shall be deemed to have occurred with respect to the
Corporate Representative with respect to that same Enrollment Period.


     Section 3. Eligibility for Participation.


     3.1 Each Representative will be eligible to participate in this Plan on
the first day of any month after Representative has been licensed with a
Broker-Dealer Subsidiary for three (3) full months unless the President of the
Broker-Dealer Subsidiary with which such Representative holds his or her
broker’s license determines that such Representative will be able to
participate on an earlier date. Once a Representative becomes eligible to
participate, he or she will remain eligible until this Plan is amended or
terminated or, in the case of any particular Enrollment Period, until the
occurrence of a Termination Event.


     3.2 So long as the Representative is eligible to participate in the Plan,
a Representative may participate and elect to defer Earnings as specified in
Section 4 regardless of the occurrence of a Termination Event with respect to
an Enrollment Period.


     Section 4. Election to Defer.


     4.1 Enrollment with respect to any Enrollment Period in this Plan is
voluntary. A Representative shall enroll for an Enrollment Period and elect
the amount of Earnings to be deferred and the method of distribution of such
deferred Earnings in a Deferred Compensation Agreement. A Deferred
Compensation Agreement shall be effective for a Plan Year only if filed prior
to January 1 of the Plan Year or such earlier date as may be imposed by the
Committee. Notwithstanding the foregoing, the Committee may permit a
Representative who becomes newly eligible to participate in the Plan to file a
Deferred Compensation Agreement indicating the amount of Earnings to be
deferred for the Plan Year no later than 30 days from the date of the
Representative’s initial eligibility, provided such election conforms to the
requirements of Code section 409A, and further provided that such election
shall be effective only with respect to Earnings for services performed after
the date of such Deferred Compensation Agreement. After the close of the
30-day period, a Representative’s election to defer Earnings will be effective
only with respect to Earnings for the next following Plan Year, subject to the
rules set forth in Section 4.3.


     4.2 For each Enrollment Period, each participating Representative will
determine the amount of Earnings to be deferred, up to 100%, in whole percent
increments. The deferred Earnings will be deducted from each semi-monthly
Earnings payment. A Deferred Compensation Agreement for an Enrollment Period
is irrevocable no later than December 31 preceding the Plan Year to which the
Agreement relates or such earlier date as the Committee determines from time to
time.


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     4.3 A Representative who files a Deferred Compensation Agreement for an
Enrollment Period will be deemed to have elected to defer the same percentage
of Earnings in all subsequent Enrollment Periods unless and until the
Representative files a Deferred Compensation Agreement affirmatively electing a
different percentage of Earnings for the Enrollment Period, including an
election not to defer for an Enrollment Period. Any such change in percentage
of Earnings to be deferred shall be effective only for the Plan Year following
the Plan Year in which such election is duly filed. If a payment date under an
Optional Distribution Schedule occurs with respect to any Account for an
Enrollment Period of a Representative, the Representative must affirmatively
file a Deferred Compensation Agreement in order to defer Earnings for such
Enrollment Period; otherwise, the Representative will be deemed to have elected
to defer no Earnings in such Plan Year and subsequent Plan Years unless and
until a new Deferred Compensation Agreement is filed. For example, assuming
that a Representative elected to defer 20% of his or her Earnings for an
Enrollment Period that begins on January 1, 2008 and selects an Optional
Distribution Schedule pursuant to Section 6.2 for such Enrollment Period with a
lump sum payment to be made on June 1, 2013. 20% of such Representative’s
Earnings will be deferred each Plan Year until December 31, 2012 unless such
Representative changes the deferred Earnings percentage before then. If such
Representative wants to increase the deferred Earnings percentage to 30% for
2010, such Representative must file a new Deferred Compensation Agreement on or
before December 31, 2009 (or such earlier date as the Management Committee may
determine). The value of all of the Earnings for the associated Enrollment
Period that such Representative has deferred will be paid to such
Representative in a lump sum on June 1, 2013. However the payment date on June
1, 2013 would be considered a Termination Event so none of such
Representative’s Earnings after December 31, 2012 will be deferred under the
Plan unless such Representative files a new Deferred Compensation Agreement
prior to January 1, 2013 with a different Optional Distribution Schedule.


     Section 5. Valuation of Deferred Earnings.


     5.1 The Company will establish and maintain an Account with respect to
each Enrollment Period for each Representative participating in this Plan. All
deferred Earnings will be credited to the Representative’s Account within three
business days of the date the Earnings otherwise would have been paid.


     5.2 The Company will establish and maintain a Fund Account with respect to
each Enrollment Period Account.


     5.3 The Company will establish and maintain an Interest Account with
respect to each Enrollment Period Account beginning on or after January 1,
1999, and ending on or before December 31, 2007. The Interest Account will
bear interest at a fixed rate per annum to be set from time to time by the
Company. Interest will accrue on the initial amount of Earnings deferred into
the Account and not on the value of the associated Fund Account. Interest will
be calculated on the basis of a year of twelve 30-day months. Each Fund
Account may be reduced by its associated Interest Account as provided in
Section 5.5.


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     5.4 Each Representative must elect the Valuation Fund(s) which will be
used to measure the value of each Fund Account. A Representative may elect
different Valuation Fund(s) and percentages for each of his or her particular
Fund Accounts. Amounts held in a Fund Account will be treated as though
invested in such Valuation Fund(s) and adjustments to the value of each Fund
Account will be made in accordance with Section 5.5 below. However, neither
the Company nor AIG is required to make investments in the Valuation Funds.
Earnings deferred into an Account must be allocated to the Valuation Fund(s) in
whole percent increments of at least 5%.


     5.5 The value of each participating Representative’s particular Fund
Account shall be adjusted to reflect the investment experience of the Valuation
Fund(s) elected by such Representative with respect to that Account, whether
positive or negative (including dividends and capital gains and losses), as if
that Fund Account had been invested in such Valuation Fund(s); provided that
for Accounts reflecting Enrollment Periods prior to January 1, 2008, any
Appreciation in the respective Fund Account will be reduced (but not below
zero) by up to the amount of interest accrued with respect to such deferred
Earnings in the associated Interest Account.


     5.6 The value of a Representative’s particular Account at any time will
equal the sum of the associated Fund Account (as reduced, if applicable, by the
proviso to Section 5.5) and the associated Interest Account. For Accounts
reflecting Enrollment Periods beginning January 1, 2008, or thereafter, the
value of the Account shall equal only the value of the Fund Account.


     5.7 Representatives may change the Valuation Fund(s) against which the
value of any particular Fund Account will be indexed once per business day.
Changes may be made with regard to new Earnings coming into the Fund Account or
to existing Earnings in the Fund Account. Changes made with regard to new
Earnings into the Fund Account will generally be effective on the same business
day if made prior to the close of the relevant markets, and the next business
day following such change if made after the close of the relevant markets or on
a day when the relevant markets are not open for trading. Changes made with
regard to existing Earnings into the Account will cease to reflect the
investment experience of any Valuation Fund that is removed when the
replacement Valuation Fund(s) designated by such change becomes effective.
Notwithstanding the foregoing, however, any modification will be made in such
manner and will be effective at such time as the Committee may from time to
time determine. In particular, changes may not be effected on a same day or
next day basis and may be effected on an aggregated or “grouped” basis over a
period of time.


     5.8 There shall be charged against each Representative’s particular
Account any payments made out of that Account to the Representative or his or
her Beneficiary in accordance with Sections 6 and 8 below.


     5.9 Participating Representatives will be provided, on a semi-annual
basis, a statement of account which indicates the value of such
Representative’s Account(s) (broken down by the associated Fund Account(s) and,
if applicable, Interest Account(s)) and the currently selected Valuation Fund(s) used to measure the value of
the Fund Account(s).


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     5.10 The currently available Valuation Funds as well as those Valuation
Funds available as of February 1, 2008 are identified on Schedule 1 to this
Plan. The Company reserves the right to terminate the availability of any
Valuation Fund and add additional Valuation Funds at any time.


     Section 6. Distribution of Deferred Benefit.


     6.1 Upon the occurrence of the earliest Termination Event with respect to
an Enrollment Period Account, a Deferred Benefit with respect to that
Enrollment Period Account will be paid to the Representative or his or her
Beneficiary, as the case may be. The Termination Events for any Enrollment
Period Account are the earlier of the Representative’s:


(a) 
death;

(b) Disability;

(c) Separation From Service; or

(d) attainment of a specified payment date under an Optional Distribution
Schedule for that Enrollment Period, if one has been selected by the
Representative.


     6.2 A Representative may select an Optional Distribution Schedule for a
particular Enrollment Period no later than the date that the Deferred
Compensation Agreement must be filed for the Enrollment Period. An Optional
Distribution Schedule is irrevocable. The Deferred Benefit with respect to any
Enrollment Period will be paid in a lump sum unless another form of payout on
an Optional Distribution Schedule has been selected. The forms of payout
available under an Optional Distribution Schedule are:


(a)  Annual installments over a
period of ten (10) years;

(b) Annual installments over a period of five (5) years;

(c) Annual installments over a period of three (3) years (but only if
elected with respect to pre-2008 Enrollment Periods under the terms of the
prior Plan); or

(d) A lump sum.


For purposes of Code section 409A, each annual installment shall be treated as
a separate payment. In the case of a payment of Deferred Benefit that arises
on death or Disability, no Optional Distribution Schedule is available and all
payments shall be made in a lump sum.


     6.3 If a Representative’s Deferred Benefit with respect to an Enrollment
Period Account is payable in installments, the amount to be paid in each
installment shall be the value of the Enrollment Period Account as of the
Valuation Date for that Account multiplied by a fraction, the numerator of
which is one (1) and the denominator of which is the number of installment
payments remaining. The initial installment payment shall be made within 90 days of the Termination Event.


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The second annual
installment payment shall be made in the calendar year succeeding the initial
installment payment, but no later than January 31, and all subsequent annual
installment payments shall be made by January 31 of each calendar year
thereafter until the Deferred Benefit with respect to that Enrollment Period
has been fully paid. If a Representative’s Deferred Benefit with respect to an
Enrollment Period is payable in a lump sum, payment shall be made within 90
days of the Termination Event based on the Valuation Date for that Account. As
used in this Section, the Valuation Date shall be a date within 14 days of the
payment date.


     6.4 Following receipt of the entire Deferred Benefit for an Enrollment
Period, participating Representatives shall not be entitled to any rights under
this Plan with respect to that Enrollment Period.


     6.5 In the event that a Representative is a “specified employee” within
the meaning of Code section 409A(a)(2)(B)(i) and as determined by AIG, payment
to a Representative upon a Separation From Service shall not commence before
six months following the date of Separation From Service.


     6.6 Solely for pre 2008 Enrollment Periods, an Optional Distribution
Schedule, which shall include as an option a December 2008 lump sum payment,
may be selected if distributions have not already commenced and such election
is filed prior to January 1, 2008. If a Representative has commenced
installment distributions prior to January 1, 2008, the installment payments
previously elected under the terms of the Plan prior to January 1, 2008, will
continue to govern. If a Representative has Separated From Service but not yet
commenced distributions prior to January 1, 2008, the specified payment date
and form of payment previously elected under the terms of the Plan that were
applicable prior to January 1, 2008 will continue to govern unless the
Representative elects, prior to January 1, 2008, a December 2008 lump sum
payment.


     Section 7. Financial Hardship Distribution.


     In the event of an unforeseeable emergency, the Representative may apply
through the Plan Administrator for a hardship withdrawal. The application will
be reviewed by the Committee. If such application for hardship withdrawal is
approved, the Company shall pay to the Representative such value as is
reasonably necessary to meet the hardship needs, including provision for taxes
on the emergency distribution, in an amount not to exceed the Deferred
Benefit(s). Such withdrawals may be made with respect to one or more Accounts
at the sole discretion of the Committee. For purposes of this Plan, hardship
withdrawals require that Representative, the Representative’s Beneficiary or a
dependent have an immediate and heavy unanticipated financial emergency and
that the withdrawal be necessary to meet such emergency need consistent with
Code section 409A(a)(2)(B)(ii). Such hardship must be beyond the control of
Representative, Beneficiary or dependent, who must not be able to meet such
needs by other financial resources available. If the Representative takes a
hardship withdrawal under this Plan, he or she may not defer any Earnings under this Plan for
a period of one year from the date of the withdrawal.


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In order to commence
deferring Earnings again after the close of the one-year period, a
Representative must re-submit a Deferred Compensation Agreement to the Plan
Administrator within the time periods required by Section 4. Thus, such
Deferred Compensation Agreement shall be effective no earlier than the next
calendar year following the year in which the Deferred Compensation Agreement
is resubmitted.


     Section 8. Beneficiary Designation and Survivor Benefits.


     8.1 Each Representative may designate any person or persons as Beneficiary
or Beneficiaries to receive distribution(s) under this Plan in the event of
Representative’s death prior to complete distribution to Representative of the
Deferred Benefit(s) due under this Plan. Beneficiaries must be designated on
the Deferred Compensation Agreement at any time prior to Representative’s
death.


     8.2 In the absence of an effective Beneficiary designation by
Representative with respect to a particular Account, the entire undistributed
Deferred Benefit for that Account will be paid to the Representative’s estate.


     8.3 If a Representative dies prior to receiving all Deferred Benefit(s),
the Representative’s Beneficiary will be paid a lump sum payment equal to the
value of the undistributed Deferred Benefit.


     Section 9. Plan Interpretation and Administration.


     9.1 This Plan will be administered by a Management Committee (the
“Committee”). The Committee will be comprised of at least three (3)
individuals employed by AIG or any subsidiary of AIG as selected by the
Company. The Committee shall interpret and administer this Plan in accordance
with its terms and may from time to time establish administrative and
operational rules and procedures to carry out the purposes of the Plan as the
Committee determines in its discretion. The Committee’s interpretations and
constructions shall be binding and conclusive on all persons for all purposes.
The Plan is intended to conform to the requirements of Code section 409A and
shall be administered and interpreted accordingly.


     9.2 Representatives may obtain any necessary form(s) by request to the
Plan Administrator. All forms and agreements and any other necessary documents
must be properly executed and delivered to the Plan Administrator within the
specified time limitations in order to be effective. In exercising its
discretion under this Plan, the Committee may treat similarly situated persons
differently and is not obligated to accord the same treatment to
Representatives and their Beneficiaries.


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     Section 10. Nature of Company’s Obligation and AIG’s Guarantee.


     10.1 The Company’s obligation under this Plan shall be an unfunded and
unsecured promise to pay. Neither the Company nor AIG shall be obligated under
any circumstances to fund its financial obligations under this Plan or the
Guarantee.


     10.2 The obligation to pay to participating Representatives the deferred
Earnings, with such adjustments as are provided for herein, shall be carried on
the books of the Company as an unsecured debt. The balance at any time in any
Account is not held in trust for Representative, and neither Representative,
his or her estate or personal representative(s), nor his or her beneficiaries
shall have any right, title or interest in or to any funds in any Account,
which is established by the Company merely for the purpose of recording such
unsecured contractual obligation. All funds in any Account shall continue to
be part of the general funds of the Company, and neither the Representative,
his or her estate or personal representative(s), nor his or her beneficiaries
shall have any property interest in any specific assets of the Company or AIG.
Each Representative participating in this Plan is considered a general
unsecured creditor of the Company.


     10.3 The Guarantee constitutes a general unsecured obligation of AIG,
which ranks pari passu with all of AIG’s other unsecured and unsubordinated
indebtedness. Neither the Representative, his or her estate or personal
representatives, nor his or her own beneficiaries shall have any property
interest in any specific assets of AIG. In the event that a payment is due to
a Representative under the Guarantee, such Representative will be a general
unsecured creditor of AIG.


     10.4 Notwithstanding anything to the contrary contained herein, the
Company or AIG may at any time transfer assets to a trust for purposes of
paying all or any part of its obligations under this Plan. However, to the
extent provided in the trust only, such transferred amounts shall remain
subject to the claims of general creditors of the Company or of general
creditors of AIG. To the extent assets are held in a trust when a
Representative’s Deferred Benefit(s) becomes payable, the Company or AIG, in
the event of a Guarantee payment, shall direct the trustee to pay such benefit
to Representative from the assets of the trust.


     Section 11. Miscellaneous.


     11.1 Except as set forth herein, no right to receive any Deferred Benefit
shall be subject to anticipation, alienation, sale, assignment, pledge,
hypothecation, encumbrance or charge, and any attempt to anticipate, alienate,
sell, assign, pledge, hypothecate, encumber or charge the same will be void;
provided, however, a Representative may assign his or her right to receive any
Deferred Benefit to a revocable living trust set up by such Representative. No
right under this Plan shall in any manner be liable for or subject to any
debts, contracts, liabilities or torts of the person entitled to such rights.
The Committee may exercise its discretion to pay all or part of a
Representative’s Deferred Benefit to a party named in a domestic relations
order that is binding on the Representative, provided that such order provides
for payments at the same time and in the same form as would have been made to the Representative under the
terms of the Plan.



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     11.2 Taxes and Withholdings.


     (a)  Any payment of a Deferred Benefit hereunder will be subject to
withholding of all applicable taxes, if any.


     (b)  If the whole or any part of any Account shall become liable for the
payment of any estate, inheritance, income, or other tax which the Company or
AIG shall be required to pay, or is otherwise attached for the payment of
amounts owing by Representative, the Company and AIG shall have the full power
and authority to pay such obligation out of any payment of a Deferred Benefit
to the Representative or the Representative’s Beneficiary. The Company or AIG
shall provide the Representative or Beneficiary notice of such payment. Prior
to making any payment, the Company or AIG may require such releases or other
documents from any lawful taxing authority as it shall deem necessary.


     11.3 Nothing in this Plan is intended to (a) limit in any way the right of
any Broker-Dealer Subsidiary to terminate a Representative’s contractor
relationship with Broker-Dealer Subsidiary; or (b) otherwise create any
employment relationship between the Representative and any Broker-Dealer
Subsidiary or the Company or AIG.


     11.4 The Company expects to continue this Plan but is not obligated to do
so. The Company reserves the right to amend, modify or terminate this Plan at
any time, or from time to time, in whole or in part, for any reason (including,
without limitation, a change, or an impending change, in the applicable laws of
the United States or any State). If this Plan is amended, modified or
terminated, the Committee shall be notified of such action in writing executed
by a duly authorized officer of the Company, and thereafter this Plan shall be
so amended, modified or terminated at the time therein set forth. Any
amendment, modification or termination of this Plan shall be binding on the
Representatives, but in no event may such amendment, modification or
termination reduce the amounts credited at that time to any Representative’s
Account. The Company shall not amend, modify, or terminate the Plan in such a
manner that would cause the Plan to fail to conform to the requirements of Code
section 409A, as reasonably determined in the discretion of the Committee.


     11.5 In the event any provision of this Plan is held invalid, void or
unenforceable, the same shall not affect the validity of any other provision of
this Plan.


     11.6 This Plan shall be governed by and construed in accordance with the
laws of the state of California.


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SCHEDULE ONE



VALUATION FUNDS EFFECTIVE THROUGH 2/14/2008




		
	 	1.)   SunAmerica
Money Market Fund

2.)   SunAmerica US Government Securities Fund

3.)   SunAmerica Balanced Assets Fund

4.)   SunAmerica New Century Fund

5.)   SunAmerica Focused Growth Portfolio

6.)   SunAmerica Value Fund

7.)   SunAmerica International Equity Fund

8.)   SunAmerica Focused Large-Cap Growth Portfolio

9.)   SunAmerica Focused Growth and Income Portfolio

10.) SunAmerica Focused Large-Cap Value Portfolio

11.) SunAmerica Focused Small-Cap Value Portfolio

12.) SunAmerica Focused Dividend Strategy Portfolio

13.) SunAmerica Growth and Income Fund

14.) SunAmerica Growth Opportunities Fund

15.) SunAmerica Focused Technology Portfolio

16.) SunAmerica Focused Value Portfolio

17.) SunAmerica Focused Small-Cap Growth Portfolio

18.) SunAmerica Focused Equity Strategy Portfolio

19.) SunAmerica Focused Multi-Asset Strategy Portfolio

20.) SunAmerica Strategic Bond Fund

21.) SunAmerica High Yield Bond Fund

22.) AIG Series Trust 2010 High Watermark Fund

23.) AIG Series Trust 2015 High Watermark Fund

24.) AIG Series Trust 2020 High Watermark Fund

25.) Credit Suisse Commodity Return Strategy Fund

26.) AIM Global Real Estate Fund

27.) Templeton Foreign Fund



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SCHEDULE TWO

VALUATION FUNDS EFFECTIVE AS OF 2/15/2008




		
	 	1.)   Vanguard Prime Money Market Fund

2.)   SunAmerica US Government Securities Fund

3.)   SunAmerica Balanced Assets Fund

4.)   SunAmerica New Century Fund

5.)   SunAmerica Focused Growth Portfolio

6.)   SunAmerica Value Fund

7.)   SunAmerica International Equity Fund

8.)   SunAmerica Focused Large-Cap Growth Portfolio

9.)   SunAmerica Focused Growth and Income Portfolio

10.) SunAmerica Focused Large-Cap Value Portfolio

11.) SunAmerica Focused Small-Cap Value Portfolio

12.) SunAmerica Focused Dividend Strategy Portfolio

13.) SunAmerica Growth and Income Fund

14.) SunAmerica Growth Opportunities Fund

15.) SunAmerica Focused Technology Portfolio

16.) SunAmerica Focused Value Portfolio

17.) SunAmerica Focused Small-Cap Growth Portfolio

18.) SunAmerica Focused Equity Strategy Portfolio

19.) SunAmerica Focused Multi-Asset Strategy Portfolio

20.) SunAmerica Strategic Bond Fund

21.) SunAmerica High Yield Bond Fund

22.) Vanguard Target Retirement 2010 Fund

23.) Vanguard Target Retirement 2015 Fund

24.) Vanguard Target Retirement 2020 Fund

25.) Credit Suisse Commodity Return Strategy Fund

26.) AIM Global Real Estate Fund

27.) Templeton Foreign Fund




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