Short Certificate


                    State of New York
                   Insurance Department


It is hereby certified that the annexed copy of the Agreement and
Plan of Merger of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK, of
Montebello, New York, into FIRST SUNAMERICA LIFE INSURANCE COMPANY,
of New York, New York (surviving corporation), effective October 31,
1997, approved by this Department November 5, 1997, pursuant to
Section 7105 of the New York Insurance Law

has been compared with the original on file in this Department and
that it is a correct transcript therefrom and of the whole of said
original.



(SEAL)                      In Witness Whereof, I have hereunto set
                            my hand and affixed the official seal of
                            this Department at the City of Albany,
                            this 5th day of November 1997.


                            /s/ Peter J. Molinaro
                            -----------------------------
                            Special Deputy Superintendent

   


                  AGREEMENT AND PLAN OF MERGER
                                of
                     
              JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK        
                and FIRST SUNAMERICA LIFE INSURANCE COMPANY
               Into FIRST SUNAMERICA LIFE INSURANCE COMPANY
               --------------------------------------------

     The following plan of merger has been approved by the Board of
Directors of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK by
unanimous written consent of its Board of Directors dated June 1,
1997.  The plan of merger has been approved by the Board of Directors
of FIRST SUNAMERICA LIFE INSURANCE COMPANY, by unanimous written
consent of its Board of Directors dated June 1, 1997.

1.     (a)   The name of each constituent corporation to the merger
       is  JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK, formerly
       known as American Accident and Health Insurance Company, and
       FIRST SUNAMERICA LIFE INSURANCE COMPANY, formerly known as 
       The Capitol Life Insurance Company of New York.

       (b)   The name of the surviving corporation is FIRST
       SUNAMERICA LIFE INSURANCE COMPANY.

2.     (a)   JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK has
       outstanding 360,000 shares of common stock, par value $20 per
       share.

       (b)   FIRST SUNAMERICA LIFE INSURANCE COMPANY has outstanding
       300 shares of common stock, par value $10,000 per share.

       (c)   The number of shares mentioned above is not subject to
       change prior to the effective date of the merger.

3.     The terms and conditions of the merger are as follows:

       The charter of FIRST SUNAMERICA LIFE INSURANCE COMPANY, a
constituent corporation, shall be amended and restated in the form
attached hereto and shall be the charter of the surviving corporation
and the by-laws of FIRST SUNAMERICA LIFE INSURANCE COMPANy as in
effect immediately prior to the time the merger becomes effective
shall be the by-laws of the surviving corporation.

     The first annual meeting of the shareholders of the surviving
corporation held after the effective date of this merger shall be the
next annual meeting provided by the by-laws of FIRST SUNAMERICA LIFE
INSURANCE COMPANY, one of the constituent corporations.

     All persons who, on the date the merger becomes effective, are
the executive or administrative officers of FIRST SUNAMERICA LIFE
INSURANCE COMPANY, one of the constituent corporations, shall be and
remain like officers of the surviving corporation, until the board
of directors of the surviving corporation elects their respective
successors, and the firm approved by the shareholders of FIRST
SUNAMERICA LIFE INSURANCE COMPANY as its auditors for 1997 shall be
the auditors of the surviving corporation for 1997.

     The surviving corporation, FIRST SUNAMERICA LIFE INSURANCE
COMPANY, shall pay all expenses of carrying this plan of merger into
effect and of accomplishing the merger.  When the merger shall become
effective, the separate existence of JOHN ALDEN LIFE INSURANCE
COMPANY OF NEW YORK shall cease and said corporation shall be merged
into the surviving corporation, which shall possess all the rights,
privileges, powers and franchises of a public as well as of a private
nature and be subject to all the restrictions, disabilities, and
duties of each of the corporations that are parties to this
agreement.  The surviving corporation shall be vested with the
rights, privileges, powers, and franchise of each of the constituent
corporations; all property, real, personal, and mixed; all debts due
to each of the corporations on whatever account; as well as for share
subscriptions and all other things in action or belonging to each of
the corporations.

     The title to any real estate, whether by deed or otherwise,
vested in any of the corporation shall not revert or be in any way
impaired by reason of this merger, provided that all rights of
creditors and all liens upon the property of any of the corporations
shall be preserved unimpaired, and all debts, liabilities, and duties
of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK shall attach to the
surviving corporation, and may be enforced against it to the same
extent as if those debts, liabilities, and duties had been incurred
or contracted by it.

     If at any time the surviving corporation shall consider or be
advised that any further assignments or assurances in law or any
things are necessary or desirable to vest in the surviving
corporation the title to any property or rights of JOHN ALDEN LIFE
INSURANCE COMPANY OF NEW YORK, the proper officers and directors of
JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK shall execute and make
all proper assignments and assurances and do all things necessary to
vest title in such property or rights in the surviving corporation,
and otherwise to carry out the purposes of this plan of merger.

4.     The manner and basis of conversion of the shares of the
constituent corporation are as follows:

      (a)   immediately upon effectiveness of the Merger, the
outstanding $20 par value shares of common stock of JOHN ALDEN LIFE
INSURANCE COMPANY OF NEW YORK are to be canceled and retired and will
cease to exist and the value thereof, as well as the paid in and
contributed surplus, are to be contributed to the paid in and
contributed surplus of the surviving corporation; and

     (b)   the outstanding $10,000 par value shares of common stock
of FIRST SUNAMERICA LIFE INSURANCE COMPANY will constitute all of the
outstanding shares of the surviving corporation.

5.     Notwithstanding authorization by shareholders of both
corporations, at any time prior to the filing of this Agreement and
Plan of Merger with each of the office of the clerk of New York
County and the office of the clerk of Rockland County, this Agreement
and Plan of merger may be abandoned either (1) by mutual consent of
the constituent corporation, or (2) by the board of directors of
either corporation, if such board shall, in its exclusive discretion,
determine that to proceed with the merger would be inadvisable for
any reason.

6.     The effective date of this Agreement and Plan of Merger shall
be 11:59 p.m. Eastern Standard Time on October 31, 1997, provided
that FIRST SUNAMERICA LIFE INSURANCE COMPANY has caused the merger
to be consummated by filing in the office of the clerk of New York
County and the office of the clerk of Rockland County a copy of this
Agreement and Plan of Merger with the approval of the New York
Superintendent of Insurance endorsed thereon no later than November
30, 1997.
<PAGE>
Date: October 27, 1997


                                          JOHN ALDEN LIFE INSURANCE
                                          COMPANY OF NEW YORK


                                          /s/ Eli Broad
                                          --------------------------
                                          Name:  Eli Broad
                                          Title: President

ATTEST:

/s/ Susan L. Harris
------------------------
Name: Susan L. Harris
Title: Secretary                                  (SEAL)



                                         FIRST SUNAMERICA LIFE
                                         INSURANCE COMPANY


                                         /s/ Eli Broad
                                         -----------------------
                                         Name: Eli Broad
                                         Title: President

ATTEST:

/s/ Susan L. Harris
---------------------
Name: Susan L. Harris                              (SEAL)
Title: Secretary

<PAGE>
              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                   OF

                   FIRST SUNAMERICA LIFE INSURANCE COMPANY


FIRST:     The name of this corporation is FIRST SUNAMERICA LIFE
           INSURANCE COMPANY (the "Corporation").  The Corporation
           was formed under the name The Capitol Life Insurance
           Company of New York.

SECOND:    The original certificate of incorporation of the
           Corporation was filed with the office of the
           Superintendent of Insurance of the State of New York
           on December 5, 1978.

THIRD:     The certificate of incorporation of the Corporation is
           hereby amended and restated in full as follows:

           Section 1.   The name of the Corporation shall be
FIRST SUNAMERICA LIFE INSURANCE COMPANY.

          Section 2.   The principal office of the Corporation shall
be located in the county and state of New York.

          Section 3.   The kinds of insurance to be transacted by the
Corporation shall be:

          (a)   "Life insurance," meaning every insurance upon the
lives of human beings, and every insurance appertaining thereto,
including the granting of endowment benefits, additional benefits in
the event of death by accident, additional benefits to safeguard the
contract from lapse, accelerated payments of part or all of the death
benefit, or a special surrender value upon diagnosis (A) of terminal
illness defined as a life expectancy of twelve months or less or (B)
of a medical condition requiring extraordinary medical care or
treatment regardless of life expectancy, or provide a special
surrender value upon total and permanent disability of the insured,
and optional modes of settlement of proceeds.  "Life insurance" also
includes additional benefits to safeguard the contract against lapse
in the event of unemployment of the insured.  Amounts paid to the
Corporation for life insurance and proceeds applied under optional
mode of settlement or under dividend options may be allocated by the
Corporation to one or more separate accounts pursuant to Section 4240
of the Insurance Law.

     (b)    "Annuities," meaning all agreements to make periodical
payments for a period certain or where the making or continuance of
all or of some of a series of such payments, or the amount of any
such payment depends upon the continuance of human life, except
payments made under the authority of the preceding sub-paragraph. 
Amounts paid to the Corporation to provide annuities and proceeds
applied under optional modes of settlement or under dividend options
may be allocated by the Corporation to one or more separate accounts
pursuant to Section 4240 of the New York Insurance Law.

     (c)   "Accident and health insurance," meaning (a) insurance
against death or personal injury by accident or by any specified kind
or kinds of accident and insurance against sickness, ailment or
bodily injury, including insurance providing disability benefits
pursuant to article nine of the worker's compensation law, except as
specified in subparagraph (b) following; and (b) non-cancellable
disability insurance, meaning insurance against disability resulting
from sickness, ailment or bodily injury (but excluding insurance
solely against accidental injury), under any contract which does not
give the insurer the option to cancel or otherwise terminate the
contract at or after one year from its effective date or renewal
date.



and such other insurance or other business as a stock like insurance
company now is or hereafter may be permitted to transact under the
Insurance Law of the State of New York or any other law applicable
and for which the Corporation shall have the required capital and
surplus.

      Section 4.   The mode and manner in which the corporate powers
of the Corporation shall be exercised are through a Board of
Directors and through such officers and agents as such Board shall
empower.

     Section 5.   The number of directors of the Corporation shall
be not more than nineteen (19) and in no case shall the number of
directors be less than thirteen (13), the number thereof to be
determined as provided in the by-laws.

     Each director shall be at least eighteen years of age and at all
times a majority of the directors of the Corporation shall be
citizens and residents of the United States, and at least three shall
be resident of the State of New York.

      Section 6.   The annual meeting of the stockholders of the
Corporation shall be held on the fourth Tuesday or June of each year
for the purpose of electing directors and for the transaction of such
other business as may properly be brought before the meeting.  At
such annual meeting the directors shall be elected for the ensuing
year, the directors to take office immediately upon election and to
hold office until the next annual meeting, and until their successors
are elected and qualify.  Whenever any vacancy shall occur in the
Board of Directors, by death, resignation or otherwise, the remaining
members of the Board, at a meeting called for that purpose or at any
regular meeting, shall elect a director or directors to fill the
vacancy or vacancies then existing and each director so elected shall
hold office for the unexpired term of the director whose place he has
taken.

     The officers of the Corporation shall be elected annually by the
Board of Directors of the Corporation at the meeting of the Board
held immediately following the annual meeting of the Stockholders and
shall hold office at the pleasure of the Board of Directors.  A
vacancy in any office resulting from death, resignation or from any
other cause shall be filled by the Board of Directors at any meeting
of the Board.

     Section 7.     The Board of Directors shall have power to make
by-laws of the corporation and to amend the same in whole or in part.

     Section 8.    The duration of the corporate existence of the
Corporation shall be perpetual.  

     Section 9.   The amount of the capital of the Corporation shall
be $3,000,000 to consist of 300 shares of a par value of $10,000 per
share.

      Section 10.   No director shall be personally liable to the
Corporation or any of its shareholders for damages for any breach of
duty as a director; provided, however, that the foregoing provisions
shall not eliminate or limit (i) the liability of a director if a
judgment or other final adjudication adverse to him or her
establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or any violation of the Insurance Law
of the State of New York or a knowing violation of any other law or
that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that his or
her acts violated Section 719 of the Business Corporation Law of the
State of new York; or (ii) the liability of a director for any act
or omission prior to the adoption of this Section 10 by the
shareholders of the Corporation.




FOURTH:     The foregoing amendment and restatement of the
            Certificate of Incorporation of the Corporation was
            authorized by resolution of the Board of Directors of
            the Corporation, followed by the written consent of the
            holder of all of the outstanding shares of the
            Corporation entitled to vote on said amendment and
            restatement.


     IN WITNESS WHEREOF, we have subscribed this document on the date
set forth below and do hereby affirm, under penalties of perjury,
that the statements contained herein have been examined by us and are
true and correct.


Dated:  October 27, 1997

                                 FIRST SUNAMERICA LIFE INSURANCE
                                     COMPANY


                                 By: /s/ Eli Broad
                                     ---------------------------
                                     Name:  Eli Broad
                                     Title: President



                                 By: /s/ Susan L. Harris
                                     --------------------------
                                     Name: Susan L. Harris
                                     Title: Secretary