SUNAMERICA
EXECUTIVE SAVINGS PLAN

Restated Effective January 1, 1997<PAGE>
SUNAMERICA

EXECUTIVE SAVINGS PLAN


          WHEREAS, SunAmerica Inc. (the "Company") and certain of
its affiliates maintain a tax-qualified profit-sharing plan which
includes a pre-tax 401(k) plan feature ("401(k) Plan"); and

          WHEREAS, under the 401(k) Plan certain highly
compensated employees are prevented by the tax laws from making
the full amount of contribution they desire to make; and

          WHEREAS, the Company established, effective April 1,
1989, a plan ("Plan") to permit eligible employees to defer
amounts they cannot now defer under the 401(k) Plan and for
certain other purposes; and

          WHEREAS, the Company now wishes to amend the Plan so
that the deferrals under the Plan are more closely coordinated
with the limitations applicable to the 401(k) Plan; and

          WHEREAS, the Company wishes to make certain other
changes to the Plan;

          NOW, THEREFORE, the SunAmerica Executive Savings Plan
(formerly titled "SunAmerica Supplemental Deferral Plan" and
"Broad Inc./SunAmerica Supplemental Deferral Plan") is hereby
restated in its entirety, effective as of January 1, 1997, as set
forth below.  The provisions of this restated Plan shall apply to
all existing amounts credited under the Plan prior to its
restatement.<PAGE>
ARTICLE I
DEFINITIONS

          When used in this Plan, the following terms shall have
the meanings set forth below unless a different meaning is
plainly required by the context:

          1.1  "Account" means the records maintained by the Plan
Administrator to determine each Participant's interest under this
Plan.  Such Account may be reflected as a book reserve entry in
the Company's accounting records, or as a separate account under
the Trust, or as a combination of both.  Each Participant's
Account shall consist of at least two subaccounts:  a Deferral
Subaccount and a Company Matching Subaccount.  The Plan
Administrator may establish such additional subaccounts as it
deems necessary for the proper administration of the Plan.

          1.2  "Anniversary Date" means the last day of each Plan
Year.

          1.3  "Available 401(k) Deferral" has the meaning set
forth in Section 3.2(a)(2).

          1.4  "Base Compensation" means an Eligible Employee's
Compensation, reduced by any amounts which the Plan Administrator
determines constitutes incentive compensation (including
incentive compensation paid to marketing and non-marketing
employees).

          1.5  "Beneficiary" means the person or persons last
designated in writing by the Participant to receive the amounts
provided by this Plan in the event of such Participant's death;
or if no designation shall be in effect at the time of a
Participant's death or if all designated Beneficiaries shall have
predeceased the Participant, then the Beneficiary shall be the
following (in the priority order listed):

          i)   The trustee then existing of any inter vivos
(living) trust (including any amendment thereto up to the time of
the Participant's death) established by the Participant for the
benefit of the Participant's surviving spouse and/or issue,
provided the Participant's surviving spouse (if there be one) is
either a signatory thereto, or acknowledges, in writing to the
Plan Administrator, such surviving spouse's approval thereof;

          ii)  Such Participant's surviving spouse, if any;

          iii) The Participant's lawful living issue (including
adopted issue) who survive such Participant, with each such
issue's beneficial interest to be determined by right of
representation;

          iv)  Otherwise, the Participant's estate.

          1.6  "Code" means the Internal Revenue Code of 1986, as
amended.

          1.7  "Company" means SunAmerica Inc. (a Maryland
corporation) or its successor or successors.

          1.8  "Company Matching Subaccount" means the subaccount
of a Participant's Account maintained to reflect his interest in
the Plan attributable to the Company's matching credits or
contributions.

          1.9  "Compensation" means the gross amount of salary or
wages paid to an Eligible Employee on the books of the Employer
on account of a Plan Year, including overtime payments,
commission payments, and bonus payments, and also including any
amount of salary or wages which the Eligible Employee elects to
defer under the 401(k) Plan or this Plan, or to contribute on a
pre-tax basis under Section 125 to a healthcare or similar plan.

          1.10 "Deferral Subaccount" means the subaccount of a
Participant's Account maintained to reflect his interest in the
Plan attributable to his deferrals of Compensation.

          1.11 "Election Form" means the form prescribed by the
Plan Administrator on which a Participant may specify the amount
of his Compensation that is to be deferred pursuant to the
provisions of Section II, whether the Participant's Available
401(k) Deferral should be contributed to the 401(k) Plan, and the
timing and form of benefit payment requested by the Participant. 

          1.12 "Eligible Employee" means any management or highly
compensated employee of an Employer designated by the Plan
Administrator as an employee eligible to participate in the Plan. 
The Plan Administrator shall limit Eligible Employee status to a
select group of management or highly compensated employees, as
set forth in Sections 201, 301 and 401 of ERISA.

          1.13 "Employer" means the Company and any affiliate or
subsidiary which adopts the Plan with the consent of the Company.

          1.14 "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.

          1.15 "401(k) Matching Contribution" has the meaning set
forth in Section 3.2(b)(2).

          1.16 "401(k) Plan" means the SunAmerica Inc. Profit
Sharing and Retirement Plan, as it may be amended from time to
time.

          1.17 "Participant" means any Eligible Employee who
elects to defer Compensation under this Plan.

          1.18 "Plan" means the SunAmerica Executive Savings
Plan, as it may be amended from time to time.  This Plan
constitutes an unfunded plan maintained primarily for the purpose
of providing deferred compensation for a select group of
management or highly compensated employees, as set forth in
Sections 201, 301 and 401 of ERISA.

          1.19 "Plan Year" means the 12-month period January 1 to
December 31.

          1.20 "Plan Administrator" means the committee or
individual appointed pursuant to the provisions of this Plan to
administer this Plan.

          1.21 "Trust" means the grantor trust maintained under
the terms of the Trust Agreement.

          1.22 "Trust Agreement" means that certain agreement,
known as the Broad Inc./SunAmerica Supplemental Deferral Trust
Agreement, entered into by and between the Company and the
Trustee simultaneously herewith, as amended from time to time.

          1.23 "Trustee" means the one or more persons (including
an organization) who have entered into the Trust Agreement as
Trustee of the Trust thereunder, and any duly appointed
successor.

          1.24 "Valuation Date" means the Annual Valuation Date,
December 31, and any other date(s) selected by the Plan
Administrator as of which the assets of the Plan are valued.

ARTICLE II
PARTICIPATION

          2.1  Eligibility.  Each individual designated as an
Eligible Employee shall be eligible to participate in this Plan.

          2.2  Deferral Election.  Each Eligible Employee may
elect to defer any whole percentage up to 90% of his Compensation
in the manner described in Section 2.3.  Notwithstanding the
foregoing, no Eligible Employee shall be allowed to defer
Compensation to the extent the Plan Administrator determines that
such compensation should be withheld to pay the employee's
portion of taxes under the Federal Insurance Contributions Act,
any state, federal or local income taxes, payments required to
maintain coverage for the employee or the employee's dependents
under any welfare plan or program of the Company, or any similar
payment.  Any amount of Compensation deferred by a Participant
hereunder shall be distributed as provided in Sections 3.2, 3.4
and 3.5.

          2.3  Time and Manner of Election.  When an employee of
the Company first becomes an Eligible Employee, he may make a
prospective election to defer Compensation at any time within
30 days after the date on which he becomes an Eligible Employee. 
However, such election must be made prior to the period of
service for which the Compensation subject to the deferral
election would otherwise be payable.  Any subsequent deferral
election by the Eligible Employee must be made not later than
December 31st of the Plan Year preceding the Plan Year for which
the Compensation subject to the deferral election would otherwise
be payable.

          An election to defer Compensation must be made in
writing on an Election Form and must be filed with the Plan
Administrator.  The Election Form must specify the Compensation
to be deferred in the manner set forth on the Election Form.  If
an Eligible Employee fails to file an Election Form with the Plan
Administrator by the prescribed time, he will be deemed to have
elected not to defer any Compensation under this Plan.  Except as
provided in Section 2.4, a Participant may not discontinue or
change his election for a year which he has elected to defer
after the applicable election date.

          2.4  Change of Election.  Upon written notice to the
Plan Administrator delivered not less than ten days prior to the
end of a Plan Year, a Participant may increase, decrease, or
discontinue his deferral election for the following Plan Year;
provided, however, that (a) the election to increase, decrease,
or discontinue the amount deferred, and (b) the amount to be
deferred after such election, are within the limitations set
forth in Sections 2.2 and 2.3.  If the Participant fails to
deliver a change of election form in the manner provided in this
section, his deferral election shall remain in effect for the
following Plan Year.  In addition, a Participant may at any time
terminate an election and discontinue future deferrals of
Compensation under this Plan during the Plan Year by providing
written notice to the Plan Administrator not less than ten days
prior to the start of the next payroll period for which
Compensation will be payable.  In such event, Compensation earned
for services subsequent to such termination will be paid directly
to the Eligible Employee and will not be subject to his prior
deferral election.  A Participant who elects to discontinue
participation in the Plan for a Plan Year may not recommence
participation in the Plan until the next following Plan Year.

          2.5  Coordination with 401(k) Plan Election.  At the
time a Participant makes an election under Section 2.3 or changes
an election under Section 2.4, the Participant shall also
separately elect whether the Participant's Available 401(k)
Deferral (if any) should be contributed to the 401(k) Plan, as
described in Section 3.2(a).  Such election shall be irrevocable
for the Plan Year to which it relates.  The election made under
this Section 2.5 shall be in lieu of any other election to make
elective deferrals under the 401(k) Plan.  A Participant may make
elective deferrals under the 401(k) Plan only as provided in this
Plan.


ARTICLE III
PARTICIPANT ACCOUNTS

          3.1  Establishment of Accounts.  The Plan Administrator
shall open and maintain an Account for each Participant. 
Separate records shall be maintained of each Participant's
Deferral Subaccount and Company Matching Subaccount.  The Plan
Administrator shall maintain Account and Subaccount records with
respect to any amounts transferred to the Trustee as provided in
Section 3.7, or contributed to the 401(k) Plan as provided in
Section 3.2.  

          3.2  Accounting for Participants' Interests.

          (a)  Deferral Subaccount.  

          (1)  Initial Crediting of Subaccount.  Each
          Participant's Deferral Subaccount shall be initially
          credited with the amounts of Compensation deferred by
          the Participant at the time such amounts would
          otherwise have been payable to the Participant.

          (2)  Debiting of Subaccount by Available 401(k)
          Deferral.  As soon as feasible following the end of a
          Plan Year, the Plan Administrator shall determine, in
          conjunction with the administrator of the 401(k) Plan,
          each Participant's Available 401(k) Deferral.  The Plan
          Administrator shall determine each Participant's
          Available 401(k) Deferral in its sole discretion,
          provided that: (i) the Available 401(k) Deferral for
          any Participant shall not exceed the amount specified
          in Section 402(g) of the Code, (ii) the Available
          401(k) Deferral for any Participant, and the group of
          Participants as a whole, shall not exceed an amount
          which, if contributed as elective deferrals to the
          401(k) Plan, would cause the 401(k) Plan to fail to
          satisfy the limitation of Code Section 401(k)(3), would
          increase the margin by which the 401(k) Plan fails to
          satisfy the limitation of Code Section 401(k)(3), or
          would cause the 401(k) Plan to fail to satisfy the
          nondiscrimination requirements of Code Section
          401(a)(4).  Notwithstanding the foregoing, the Plan
          Administrator may (but shall not be required to)
          establish Available 401(k) Deferral(s) in excess of the
          limits set forth in clause (ii) above if the
          administrator of the 401(k) Plan certifies that the
          401(k) Plan will otherwise satisfy the limitation of
          Code Section 401(k)(3).  The Available 401(k) Deferral
          for any Participant (or all Participants) may be zero
          if the Plan Administrator so determines in its sole
          discretion.  In no event shall a Participant's
          Available 401(k) Deferral exceed the amount of
          Compensation deferred by the Participant for the Plan
          Year.

          Each Participant's Deferral Subaccount shall be debited
          by the amount of the Participant's Available 401(k)
          Deferral at the time the Available 401(k) Deferral is
          contributed to the 401(k) Plan or refunded to the
          Participant, as specified in subsection 3.2(a)(3).

          (3)  Contribution to 401(k) Plan or Refund to
          Participant.  If the Participant elected, pursuant to
          Section 2.5, to have his Available 401(k) Deferral
          contributed to the 401(k) Plan, then such amount shall
          be contributed to the 401(k) Plan as soon as
          practicable following the end of the Plan Year, but in
          no event later than the March 15 following the end of
          the Plan Year.  If the Participant did not elect to
          have the Available 401(k) Deferral contributed to the
          401(k) Plan, then the Participant's Available 401(k)
          Deferral shall be paid to the Participant as soon as
          feasible following the end of the Plan Year, but in no
          event later than the March 15 following the end of the
          Plan Year.  

          (b)  Company Matching Subaccount.  

          (1)  Initial Crediting of Subaccount.  On a monthly
          basis, the Company Matching Subaccount of each
          Participant who is actively employed on the last day of
          the month shall be initially credited with the amount
          that the Company would have contributed to the
          Participant's Forfeitable Matching Contribution Account
          under the 401(k) Plan for such month pursuant to the
          provisions of Section 3.8 of the 401(k) Plan if the
          amount of Compensation that the Participant elected to
          defer under this Plan was instead deferred under the
          401(k) Plan, subject to the limitations stated in
          Sections 3.3 and 3.8 of the 401(k) Plan that matching
          contributions shall only be made with respect to the
          first 4% of an Eligible Employee's Base Compensation,
          but without regard to the other limitations of the
          401(k) Plan.  The Plan Administrator may, in its sole
          discretion, establish a different formula for
          determining the matching contributions under this Plan;
          provided that any such formula which would reduce the
          available matching contribution for any Eligible
          Employee to less than 4% of Base Compensation shall be
          announced to Eligible Employees prior to the Plan Year
          for which such formula applies.

          (2)  Debiting of Subaccount by 401(k) Plan Matching
          Contribution.  The Participant's Company Matching
          subaccount shall be debited by either (i) in the case
          of a Participant who elected to have his Available
          401(k) Deferral contributed to the 401(k) Plan, the
          amount actually contributed by the Company to the
          Participant's Forfeitable Matching Contribution Account
          under the 401(k) Plan, or (ii) in the case of a
          Participant who elected to have his Available 401(k)
          Deferral refunded to him, the amount which would have
          been contributed by the Company to the Participant's
          Forfeitable Matching Contribution Account under the
          401(k) Plan if the Participant's Available 401(k)
          Deferral had been contributed to the 401(k) Plan. In
          either case, the debiting shall be made at the time the
          Company makes its Matching Contribution to the 401(k)
          Plan for Participants.

          3.3  Vesting of a Participant's Account.  A
Participant's interest in his Deferral Subaccount shall be at all
times 100% vested and nonforfeitable.  A Participant's interest
in his Company Matching Subaccount shall be at any time vested in
the same percentage in which he is vested in his Forfeitable
Matching Contribution Account balance under the terms of the
401(k) Plan.  If a Participant terminates employment with the
Company prior to being 100% vested in his Company Matching
Subaccount he will forfeit the nonvested portion of his Company
Matching Subaccount as of the end of the month in which his
termination of employment occurs (unless he resumes employment
with the Company prior to that time).  To the extent that assets
representing such Participant's Company Matching Subaccount were
held in the Trust, the amount so forfeited may be applied by the
Company toward its matching contributions under Section 3.2(b)
for the Plan Year or a subsequent Plan Year.  

          3.4  Distribution of a Participant's Account Following
Termination of Employment.  

          (a)  Request of Distribution Form.  Pursuant to the
Election Form completed at the time a Participant elects to defer
Compensation pursuant to Section 2.2, the Participant shall
specify the form of payment which the Participant requests that
his or her Account be distributed upon termination of employment. 
The Participant may change the request by filing a new Election
Form, provided that the change is filed with the Plan
Administrator at least one year prior to the Participant's
termination of employment.  A Participant's last timely request
shall apply to the Participant's entire Account, unless the Plan
Administrator explicitly provides otherwise.  The optional forms
of payment which may be requested are as follows:

          (1)  A lump sum payment on the date (which shall be no
          later than five years following termination of
          employment) designated by the Participant in the
          Participant's Election Form; or

          (2)  Annual installments over 5, 10 or 15 years, to
          begin on a date (which shall be no later than five
          years following termination of employment) designated
          by the Participant in the Participant's Election Form. 
          

The amount to be paid to the Participant shall be the vested
portion (determined as of termination of employment) of the
Participant's Account.  The vested and unpaid portion of a
Participant's Account shall continue to be credited (or debited)
monthly with investment gains and losses as set forth in Section
3.7(b).  If installment payments are made to the Participant, the
Plan Administrator shall adjust the amount of each installment as
it deems appropriate to take into account investment gains or
losses which occur during the period that installment payments
are made.  Accordingly, the crediting (or debiting) of investment
gains (or losses) may result in installment payments which are
not substantially equal, and may deplete the Participant's
Account before all installment payments are made.

          (b)  Disposition of Participant's Request.  If a
Participant's employment with the Company terminates on or after
the Participant reaches age 55, distribution of the Participant's
entire Account shall be made in the form last timely requested by
the Participant.  If a Participant's employment with the Company
terminates before the Participant reaches age 55, distribution of
the Participant's entire Account shall be made, in the Plan
Administrator's sole discretion, either (1) in the form last
timely requested by the Participant, or (2) a single lump sum as
soon as feasible following termination of employment.  The Plan
Administrator shall exercise its discretion in the manner the
Plan Administrator determines best serves the interests of the
Company.

          (c)  Death of Participant.  In the event of the death
of a Participant, the Participant's entire remaining unpaid
Account (adjusted for investment gains and losses through the
date of payment) shall be distributed in a single lump sum to the
Participant's beneficiary as soon as feasible following the
Participant's death, regardless of the age of the Participant at
the time of death, or any election made by the Participant prior
to death.

          (d)  Transition Rule.  For any Participant whose
employment terminated prior to January 1, 1997, distribution
shall commence as soon as feasible following January 1, 1997, and
shall be made in the form of payment determined by the Committee.

          3.5  Distributions Prior to Termination of Employment.

          (a)  Penalty Distributions.  At any time, a
Participant, in his sole discretion, may withdraw up to 100% of
his vested Account balance subject to a penalty equal to 10% of
the amount withdrawn.  The 10% penalty shall be permanently and
irrevocably forfeited.  The forfeited amount shall be the
property of the Company.  

          (b)  Hardship Distributions.  A Participant may receive
a hardship distribution, subject to the approval of the Plan
Administrator, if the Participant suffers a financial hardship. 
A financial hardship exists if the Participant demonstrates to
the satisfaction of the Plan Administrator that he has suffered a
severe financial hardship which is unforeseeable, and that he
does not have other assets sufficient to satisfy the financial
need created by the hardship.  A hardship includes, but is not
limited to, a hardship as defined in the 401(k) Plan.  The
determination of whether a Participant has suffered a hardship
shall be made by the Plan Administrator in its sole discretion. 
A hardship distribution shall be in an amount no greater than the
amount needed to satisfy the hardship, as determined by the Plan
Administrator.
          
               (c)  Advance Election.  A Participant may receive
a distribution, without a penalty, of the dollar amount or
percentage of his Account requested by the Participant at least
three years in advance of the distribution date specified by the
Participant.  A Participant's election to receive a distribution
under this subsection may not be revoked at any time within the
three-year period preceding the date of distribution.

          3.6  Benefits Unfunded.  The benefits provided by this
Plan shall be unfunded except to the extent otherwise provided
herein.  All amounts payable under this Plan to Participants
shall be paid from the general assets of the Company, and nothing
contained in this Plan or the Trust Agreement shall require the
Company to set aside or hold in trust any amounts or assets for
the purpose of paying benefits to Participants, or invest assets
in any particular manner.  This Plan shall create only a
contractual obligation on the part of the Company, and
Participants shall have the status of general unsecured creditors
under the Plan with respect to amounts of Compensation they defer
hereunder or any other obligation of the Company to pay benefits
pursuant hereto.  Any funds of the Company available to pay
benefits pursuant to the Plan (but not any amounts held in trust)
shall be subject to the claims of general creditors of the
Company, and may be used for any purpose by the Company.

          3.7  Trust Arrangements and Investment of Accounts.

          (a)  Notwithstanding Section 3.6, the Company may at
any time transfer assets representing all or any portion of a
Participant's Account to the Trust to be held and invested and
reinvested by the Trustee pursuant to the terms of the Trust
Agreement and this Section 3.7.  However, to the extent provided
in the Trust Agreement only, such transferred amounts shall
remain subject to the claims of general creditors of the Company. 
To the extent that assets representing a Participant's Account
are held in the Trust when his benefits under the Plan become
payable, the Plan Administrator may direct the Trustee to pay
such benefits to the Participant from the assets of the Trust.

          (b)  Except to the extent other investment funds or
arrangements are established by the Plan Administrator or the
Trustee, amounts in the Participant's Account under the Plan
shall be credited (or debited) with investment gains (or losses)
corresponding to investment funds established by the Plan
Administrator and selected by the Participant.  The Participant's
election of the investment fund or funds upon which such
crediting and debiting will be based, including the right to
change such election with respect to his future contributions and
his existing account balance, shall be handled in the manner
prescribed by the Plan Administrator.  Investment gains (or
losses) on amounts distributed from the Plan shall be credited
through the last business day of the month preceding the month in
which distribution occurs.

ARTICLE IV
PLAN ADMINISTRATOR

          4.1  Members.  The Plan Administrator shall consist of
a committee or an individual appointed by the Board to serve at
its pleasure.  Members of the committee shall not be required to
be employees of the Company or Participants.  Any committee
member may resign by giving notice, in writing, filed with the
Board.

          4.2  Action.  Action of the Plan Administrator may be
taken with or without a meeting of committee members; provided,
however, that any action shall be taken only upon the vote or
other affirmative expression of a majority of the committee
members qualified to vote with respect to such action.  If a
member of the committee or the appointed individual is a
Participant in the Plan, he shall not participate in any decision
which solely affects his own Account.  The Plan Administrator
shall for purposes of administering the Plan choose a secretary
who shall keep minutes of the Plan Administrator's proceedings
and all records and documents pertaining to the administration of
this Plan.  The secretary may execute any certificate or any
other written direction on behalf of the Plan Administrator.

          4.3  Right and Duties.  The Plan Administrator, on
behalf of the Participants, shall administer the Plan and shall
have all powers necessary to accomplish that purpose, including
(but not limited to) the following:

          (a)  To construe, interpret, and administer this Plan;

          (b)  To make allocations and determinations required by
this Plan, and to maintain records regarding Participants'
Accounts;

          (c)  To compute and certify to the Company and the
Trustee the amount and kinds of benefits payable to Participants
or their Beneficiaries, and to determine the time and manner in
which such benefits are to be paid;

          (d)  To authorize all disbursements by the Company and
the Trustee pursuant to this Plan and the Trust;

          (e)  To maintain all the necessary records of the
administration of this Plan;

          (f)  To make and publish such rules for the regulation
of this Plan as are not inconsistent with the terms hereof;

          (g)  To delegate to other individuals or entities from
time to time the performance of any of its duties or
responsibilities hereunder;

          (h)  To direct the Trustee concerning the performance
of various duties and responsibilities under the Trust; and

          (i)  To establish or to change the investment options
under Section 3.7 of the Plan and the Trust.

          The Plan Administrator has the exclusive right to
construe and to interpret the Plan, to decide all questions of
eligibility for benefits and to determine the amount of such
benefits, and its decisions on such matters are final and
conclusive.

          4.4  Compensation, Indemnity and Liability.  The Plan
Administrator shall serve as such without bond and without
compensation for services hereunder.  All expenses of the Plan
Administrator shall be paid by the Company.  If the Plan
Administrator is a committee, no member of the committee shall be
liable for any act or omission of any other member of the
committee, nor for any act or omission on his own part, excepting
his own willful misconduct or gross negligence.  The Company
shall indemnify and hold harmless the Plan Administrator and each
member of the committee, if any, against any and all expenses and
liabilities, including reasonable legal fees and expenses,
arising out of his membership on the committee, excepting only
expenses and liabilities arising out of his own willful
misconduct or gross negligence.

          4.5  Taxes.  If the whole or any part of any
Participant's Account shall become liable for the payment of any
estate, inheritance, income, or other tax which the Company shall
be required to pay or withhold, the Company shall have the full
power and authority to withhold and pay such tax out of any
monies or other property in its hand for the Account of the
Participant whose interests hereunder are so liable.  Prior to
making any payment, the Company may require such releases or
other documents from any lawful taxing authority as it shall deem
necessary.

ARTICLE V
CLAIMS PROCEDURE

          5.1  Claims for Benefits.  If a Participant or
Beneficiary (hereafter, "Applicant") does not receive timely
payment of any benefits which he believes are due and payable
under the Plan, he may make a claim for benefits to the Plan
Administrator.  The claim for benefits must be in writing and
addressed to the Plan Administrator or to the Company.  If the
claim for benefits is denied, the Plan Administrator shall notify
the Applicant in writing within 90 days after the Plan
Administrator initially received the benefit claim.  Any notice
of a denial of benefits shall advise the Applicant of the basis
for the denial, any additional material or information necessary
for the Applicant to perfect his claim, and the steps which the
Applicant must take to have his claim for benefits reviewed.

          5.2  Appeals.  Each Applicant whose claim for benefits
has been denied may file a written request for a review of his
claim by the Plan Administrator.  The request for review must be
filed by the Applicant within 60 days after he received the
written notice denying his claim.  The decision of the Plan
Administrator will be made within 60 days after receipt of a
request for review and shall be communicated in writing to the
Applicant.  Such written notice shall set forth the basis for the
Plan Administrator's decision.  If there are special
circumstances (such as the need to hold a hearing) which require
an extension of time for completing the review, the Plan
Administrator's decision shall be rendered not later than 120
days after receipt of a request for review.

ARTICLE VI
AMENDMENT AND TERMINATION

          6.1  Amendments.  The Company shall have the right to
amend this Plan in whole or in part from time to time by
resolution of the Board or by action of the Company's Personnel,
Compensation and Stock Plan Committee (or its successor, and to
amend and cancel any amendments; provided, however, that no
action under this Section shall cancel or adversely affect
amounts credited at that time to any Participant's Account.  An
amendment shall be in writing and executed by a duly authorized
officer of the Company.  All Participants shall be bound thereby.

          6.2  Discontinuance of Plan.  The Company expects to
continue this Plan, but does not obligate itself to do so.  The
Company reserves the right to discontinue and terminate the Plan
at any time, for any reason (including a change, or an impending
change, in the tax laws of the United States or any State) by
resolution of the Board.  If the Plan is terminated, the Plan
Administrator shall be notified of such action in a writing
executed by a duly authorized officer of the Company, and the
Plan shall be terminated at the time therein set forth. 
Termination of the Plan shall be binding on all Participants, but
in no event may such termination cancel or adversely affect
amounts credited at that time to any Participant's Account.  If
this Plan is terminated, amounts theretofore credited to
Participants' Accounts shall either be paid to them immediately,
or in some other manner consistent with the provisions of
Section 3.4, as determined by the Board in its sole discretion.

ARTICLE VII
MISCELLANEOUS

          7.1  Limitation on Participant's Rights.  Participation
in this Plan shall not give any Participant the right to be
retained in the Company's employ or any right or interest in this
Plan or any assets of the Company other than as herein provided. 
The Company reserves the right to terminate any Participant
without any liability for any claim against the Company except to
the extent provided herein.

          7.2  Other Plans.  This Plan shall not affect the right
of any Eligible Employee or Participant to participate in and
receive benefits under and in accordance with the provisions of
any other employee benefit plans which are now or hereafter
maintained by the Company, unless the terms of such other
employee benefit plan or plans specifically provide otherwise.

          7.3  Receipt or Release.  Any payment to a Participant
in accordance with the provisions of this Plan shall, to the
extent thereof, be in full satisfaction of all claims against the
Plan Administrator and the Company, and the Plan Administrator
may require such Participant, as a condition precedent to such
payment, to execute a receipt and release to such effect.

          7.4  Governing Law.  This Plan shall be construed,
administered, and governed in all respect in accordance with
applicable federal law and, to the extent not preempted by
federal law, in accordance with the laws of the State of
California.  If any provisions of this instrument shall be held
by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to
be fully effective.

          7.5  Gender, Tense, and Headings.  In this Plan,
whenever the context so indicates, the singular or plural number
and the masculine, feminine, or neuter gender shall be deemed to
include the other.  Headings and subheadings in this Plan are
inserted for convenience of reference only and are not considered
in the construction of the provisions hereof.

          7.6  Successors and Assigns.  This Plan shall inure to
the benefit of and be binding upon, the parties hereto and their
successors and assigns; provided, however, that the amounts
credited to the Account of a Participant shall not be assignable
or transferrable and, except as provided by Section 4.5, any
purported transfer, assignment, encumbrance or attachment thereof
shall be void and of no effect.  In the event of a dispute
involving any individual's right to receive the distribution of
the Account, the Plan Administrator or the Company may enter an
interpleaded action.  Payment of the Account to a court of
competent jurisdiction with proper notice to the appropriate
parties in dispute shall be in full satisfaction of all claims
against the Plan Administrator and the Company as to the Account,
and shall be equivalent to a receipt and release pursuant to
Section 7.3.

          IN WITNESS WHEREOF, the Company has caused this
restated Plan to be executed by its duly authorized officer as of
January 1, 1997.

                                   SUNAMERICA INC.



                                   By:/s/ SCOTT RICHLAND
                                      ------------------
                                      Scott Richland
                                      Vice President and Treasurer