VARIABLE ANNUITY REINSURANCE AGREEMENT

This Agreement

is by and between

ANCHOR NATIONAL LIFE INSURANCE COMPANY
("CEDING COMPANY")
Los Angeles, CA

and

[redacted] ABC LIFE REINSURANCE [redacted] ("REINSURER")
[redacted]

TABLE OF CONTENTS

ARTICLE PAGE
------- ----

Access to Records IX 12
Arbitration XIII 14
Automatic Provisions IV 7
Confidentiality IX 12
Currency XI 13
Definitions I 3
Effective Date, Business Covered, Term and Termination III 6
Insolvency XII 13
Litigation VIII 11
Miscellaneous XV 15
Governing Law XVI 16
Notices XVIII 16
Offset XIV 15
Parties to the Agreement II 6
Premium Accounting V 10
Reinsurance Claim Settlement VI 10
Reserves VII 11
Service of Suit XVII 16
Unintentional Errors, Misunderstandings, or Omissions X 13

SCHEDULES

A-1 Description of Guaranteed Minimum Death Benefit (GMDB) and Earnings
Enhancement Benefit (EEB) for CONTRACT TYPES listed in Schedule B-1

B-1 CONTRACT TYPES Reinsured Under this Agreement

B-2 Investment Funds Under CONTRACT TYPES Reinsured Under this Reinsurance
Agreement

C-1 Limits and Rules of CEDING COMPANY

C-2 Limits and Rules of REINSURER

D REINSURANCE PREMIUM RATE

E REINSURER'S Quota Share

F Monthly Reporting Format and Data Requirements

ARTICLE I - DEFINITIONS

A. DURATION OF AGREEMENT:

EFFECTIVE DATE means January 1, 2002 for CONTRACT TYPES other than the
[redacted] Variable Annuity. For the [redacted] Variable Annuity, EFFECTIVE DATE
means November 1, 2001.

BUSINESS DAY means any day that securities are traded on the New York Stock
Exchange.

MONTHLY VALUATION DATE means the last BUSINESS DAY of any month.

TERMINATION DATE means the date the last ACTIVE CONTRACT is terminated due to
death, lapse, surrender, the annuitant reaching the maximum annuitization age,
annuitization or some other valid contingency.

B. CONTRACT DEFINITIONS:

VARIABLE ANNUITY CONTRACT means a written annuity contract issued by the CEDING
COMPANY to a contract owner under which CEDING COMPANY agrees to provide
specified benefits in accordance with specified terms and conditions.

ACTIVE CONTRACT means a VARIABLE ANNUITY CONTRACT, other than an EXCLUDED
CONTRACT, which is in effect, which has not been terminated due to death, lapse,
surrender, the annuitant's reaching the maximum annuitization age, or some other
valid contingency, and which has not been annuitized.

EXCLUDED CONTRACT means any VARIABLE ANNUITY CONTRACT that has elected one of
the Excluded Contract Features identified in Schedule B-1. Any EXCLUDED CONTRACT
shall be treated as such only on and after the date as of which it makes that
election.

RETAIL ANNUITY PREMIUMS means contributions made in accordance with the
provisions of any VARIABLE ANNUITY CONTRACT by or on behalf of its owner,
whether referred to as purchase payments, premiums, deposits or otherwise, in
amounts not in excess of the limit provided in Schedule C-1.

CONTRACT TYPE means any one of the VARIABLE ANNUITY CONTRACT forms specified in
Schedule B-1. CONTRACT TYPE also means any updated versions of a VARIABLE
ANNUITY CONTRACT form specified in Schedule B-1, which shall be amended to
reflect such updated versions.

GMDB TYPE means any one of the Guaranteed Minimum Death Benefits specified in
the VARIABLE ANNUITY CONTRACTS and described in Schedule A-1.

EEB TYPE means any one of the Earnings Enhancement Benefits specified in the
VARIABLE ANNUITY CONTRACTS and described in Schedule A-1.

C. REINSURANCE PREMIUM DEFINITIONS:

ACCOUNT VALUE means, for each VARIABLE ANNUITY CONTRACT, the sum of the invested
assets in the investment funds shown in Schedule B-2.

REINSURED ACCOUNT VALUE means the ACCOUNT VALUE multiplied by the REINSURER'S
Quota Share, as shown in Schedule E.

REINSURANCE PREMIUM RATE means the premium rate provided in Schedule D, for each
CONTRACT TYPE.

MONTHLY REINSURANCE PREMIUM RATE means the REINSURANCE PREMIUM RATE divided by
12.

MONTHLY REINSURANCE PREMIUM means the sum, for all ACTIVE CONTRACTS reinsured
under this Agreement, of the product of (i) the MONTHLY REINSURANCE PREMIUM RATE
and (ii) the average of (a) the REINSURED ACCOUNT VALUE as of the current
month's MONTHLY VALUATION DATE and (b) the REINSURED ACCOUNT VALUE as of the
previous month's MONTHLY VALUATION DATE. If this calculation produces a figure
smaller than the MINIMUM MONTHLY REINSURANCE PREMIUM, then the MONTHLY
REINSURANCE PREMIUM shall be the MINIMUM MONTHLY REINSURANCE PREMIUM.

MINIMUM MONTHLY REINSURANCE PREMIUM means[redacted]

REINSURANCE PREMIUM DUE DATE means the MONTHLY VALUATION DATE.

REMITTANCE DATE means the MONTHLY VALUATION DATE following the REINSURANCE
PREMIUM DUE DATE.

D. REINSURANCE CLAIM DEFINITIONS:

GMDB AMOUNT means, in accordance with each VARIABLE ANNUITY CONTRACT, the CEDING
COMPANY'S contractually determined minimum amount payable on the death of the
life which the contract/death benefit is based.

EEB NET AMOUNT AT RISK means, in accordance with each VARIABLE ANNUITY CONTRACT,
the CEDING COMPANY'S contractually determined amount in excess of the ACCOUNT
VALUE payable upon death of the annuitant in accordance with the VARIABLE
ANNUITY CONTRACT.

[redacted]

ARTICLE II - PARTIES TO THE AGREEMENT

This Agreement shall be binding upon and shall inure solely to the benefit of
the CEDING COMPANY and the REINSURER, and their respective successors and
permitted assignees. Nothing in this Agreement in any manner is intended to
create or shall create any obligations as to or rights against the REINSURER or
establish any legal relationship between the REINSURER and any third party or
any persons not party to this Agreement, including without limitation,
annuitants, contract owners, certificate owners, beneficiaries, applicants or
assignees under any VARIABLE ANNUITY CONTRACT covered by this Agreement, except
as provided in the Insolvency Article.

ARTICLE III - EFFECTIVE DATE, BUSINESS COVERED, TERM AND TERMINATION

A. This Agreement is effective as of 12:01 a.m. Eastern Standard Time, on the
EFFECTIVE DATE.

B. Business covered by this Agreement includes VARIABLE ANNUITY CONTRACTS
issued by the CEDING COMPANY that:

(i) are among the CONTRACT TYPES identified by form number (and all state
variations thereof) and which satisfy all the specifications contained
in Schedule B-1;

(ii) have assets invested only to the investment funds listed in Schedule
B-2;

(iii)are issued on and after the EFFECTIVE DATE but prior to the date
determined in Section C (i) or (ii) below;

(iv) are issued in accordance with the limits and rules described in
Schedule C-1;

(v) are in compliance with all of the other terms and provisions of this
Agreement and Schedules; and

(vi) are ACTIVE CONTRACTS.

C. Business covered by this Agreement does not include new VARIABLE ANNUITY
CONTRACTS issued by the CEDING COMPANY on and after the earlier of (i)
11:59 p.m. Eastern Standard Time, on December 31, 2004 or (ii) the date
that cumulative RETAIL ANNUITY PREMIUMS paid on ACTIVE CONTRACTS exceed the
limit provided in schedule C-2.

D. Either party may terminate this Agreement upon 45 days notice in the event
that:

1. The other party should at any time (whether voluntarily or otherwise)
become insolvent, or suffer any impairment of capital, or become the
subject of any liquidation, rehabilitation, receivership, supervision,
conservation, or bankruptcy action or proceeding (whether judicial or
otherwise) or of a proposed Scheme of Arrangement, or

be acquired or controlled (whether directly or indirectly) by any
other company or organization; or

2. There is a severance or obstruction of free and unfettered
communication and/or normal commercial and/or financial intercourse
between the United States of America and the country in which the
Reinsurer is incorporated or has its principal office as a result of
war, currency regulations, or any circumstances arising out of
political, financial or economic emergency, and such severance or
obstruction has lasted over 30 days as of the date that notice of
termination is provided.

E. Termination under paragraph D shall be effected by written notice.

F. The REINSURER shall have the option of terminating this Agreement upon 30
days written notice should the CEDING COMPANY fail to pay undisputed
MONTHLY REINSURANCE PREMIUM on or before the REMITTANCE DATE. If REINSURER
receives all undisputed MONTHLY REINSURANCE PREMIUM in arrears, including
interest calculated in accordance with paragraph G of this Article, within
the 30 day notice period, the notice of termination shall be deemed
withdrawn. The 30 day notice period will commence once the notice is
received by the Deputy Chief Legal Officer of AIG SunAmerica, 1 SunAmerica
Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, through certified
mail or personal delivery. No other methods of notification are permitted
under this article.

G. Notwithstanding termination of reinsurance as provided herein, CEDING
COMPANY shall continue to be liable to REINSURER for all unpaid MONTHLY
REINSURANCE PREMIUM earned by REINSURER under this Agreement, and REINSURER
shall continue to be liable to CEDING COMPANY for all unpaid GMDB CLAIMS
and EEB CLAIMS to the extent due under this Agreement as of the effective
date of termination.[redacted]

ARTICLE IV - AUTOMATIC PROVISIONS

A. On or after the EFFECTIVE DATE of this Agreement, CEDING COMPANY shall
automatically cede and REINSURER shall automatically accept a Quota Share
percentage, as provided in Schedule E, with respect to the CEDING COMPANY'S
liability for the GMDB CLAIMS and EEB CLAIMS for each ACTIVE CONTRACT
reinsured under this Agreement as provided in this Article.

B. (1) This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS
paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were
reviewed and approved by REINSURER prior to their issuance. Approved
Benefit rider forms and contract forms, as supplemented by additional
materials, are listed on Schedule B-1. REINSURER shall have no liability
with respect to any new or revised contract form

or benefit rider form not so approved unless and until REINSURER has
reviewed and expressly approved such form in writing. CEDING COMPANY shall
provide prior written notice to REINSURER of a request for such approval
together with a copy of the new or revised contract form or rider form, and
a revised Schedule B-1. REINSURER will approve or disapprove any new or
revised contract forms or benefit rider forms within 30 days of the date it
receives notification and copies thereof; provided, however, that such
forms are deemed disapproved unless the REINSURER'S written approval is
submitted within such time period. Notice of disapproval will not affect
VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments
to Schedule B-1 that were previously approved by REINSURER.

(2) Moreover, REINSURER shall have no liability with respect to any
contract form or benefit rider form if funds have been deleted from the
form as approved by the REINSURER. REINSURER shall be liable with respect
to such form only after REINSURER has reviewed and expressly approved any
such fund deletion in writing. [redacted]

C. This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS
paid under VARIABLE ANNUITY CONTRACTS invested in investment funds listed
on Schedule B-2. REINSURER shall have no liability with respect to any new
or revised investment fund not so approved unless REINSURER has reviewed
and expressly approved such fund in writing. [redacted]

D. Notwithstanding Paragraphs B and C above, CEDING COMPANY must notify
REINSURER in advance of any upcoming changes to the policy form, contract,
or prospectus which may affect VARIABLE ANNUITY CONTRACTS reinsured under
this Agreement. [redacted]

[redacted]

E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must
fall within the automatic limits as shown in Schedule C-1, unless an
exception is permitted by mutual written agreement between the parties.
[redacted].

[redacted]

F. [redacted] If, at any time, any variable investment option fails to qualify
as a regulated investment company under Subchapter M of the Internal
Revenue Code and/or fails to meet the diversification requirements of
Subchapter L of the Internal Revenue Code, the REINSURER'S liability with
respect to such variable investment option may be terminated by the
REINSURER, upon 30 days written notice to the CEDING COMPANY[redacted]

G. [redacted] If the CEDING COMPANY causes such variable investment option to
satisfy the requirements of Subchapter M and Subchapter L, within the
30-day notice period, the REINSURER'S liability in respect to such variable
investment option will be reinstated from the date the variable investment
option satisfies the requirements of both Subchapter M and Subchapter L.
[redacted]

[redacted]

ARTICLE V - PREMIUM ACCOUNTING

A. On or before the REMITTANCE DATE, CEDING COMPANY shall forward to REINSURER
its statement of account and data requirements as set forth in Schedule F
together with its remittance of the MONTHLY REINSURANCE PREMIUM as shown
therein, as well as any premium adjustments from the prior period.

B. If the MONTHLY REINSURANCE PREMIUM is not paid by CEDING COMPANY on or
before the REMITTANCE DATE, interest calculated in accordance with Article
III, paragraph F will be assessed from the REMITTANCE DATE until the date
such unpaid MONTHLY REINSURANCE PREMIUM is paid in full to REINSURER.

C. If any MONTHLY REINSURANCE PREMIUM amounts due hereunder cannot be
determined by the REMITTANCE DATE, CEDING COMPANY shall have 30 days to
determine the appropriate MONTHLY REINSURANCE PREMIUM amount and remit such
amount to REINSURER with interest, from the REMITTANCE DATE to the date of
payment, calculated in accordance with Article III, paragraph F.

D. The CEDING COMPANY acknowledges that timely and correct reporting in
compliance with Schedule F is a material element of the CEDING COMPANY's
responsibilities hereunder and an important basis of the REINSURER's
commitment to reinsure the risk hereunder. Material non-compliance with
reporting requirements shall constitute a material breach of the terms of
this Agreement.

ARTICLE VI - REINSURANCE CLAIM SETTLEMENT

A. REINSURER shall at no time be responsible for any obligation of CEDING
COMPANY to any third party under any VARIABLE ANNUITY CONTRACT issued by
CEDING COMPANY.

B. The REINSURER'S liability shall attach simultaneously with that of the
CEDING COMPANY's and shall be subject in all respects to the same risks,
terms, conditions, interpretations, waivers, modifications, alterations,
and cancellations as the respective insurances (or reinsurances) of the
CEDING COMPANY, the true intent of this Agreement being that the REINSURER
shall, subject to the terms, conditions, and limits of this Agreement,
follow the fortunes of the CEDING COMPANY. Nothing shall in any manner
create any obligations or establish any rights against the REINSURER in
favor of any third parties or any persons not parties to this Agreement

C. On or before the REMITTANCE DATE, CEDING COMPANY shall forward to REINSURER
its statement of account and data requirements as set forth in Schedule F,
together with its request for reimbursement for GMDB CLAIMS and EEB CLAIMS
as shown therein. If requested by REINSURER, CEDING COMPANY shall promptly
provide

REINSURER with proof of claim, proof of claim payment and any other claim
documentation identified by REINSURER that is reasonably available to the
CEDING COMPANY, in accordance with Schedule F.

D. If GMDB CLAIMS and EEB CLAIMS are not paid by the REIMBURSEMENT DATE (or,
if later, 30 days after REINSURER receives CEDING COMPANY'S monthly
statement of account), interest calculated in accordance with Article III,
paragraph F will be assessed from the REIMBURSEMENT DATE and will continue
until the GMDB CLAIMS and EEB CLAIMS are paid in full.

E. Notwithstanding any other provision of this Agreement, CEDING COMPANY shall
be liable for ANNUAL GMDB CLAIMS which are equal to or less than the ANNUAL
GMDB CLAIM DEDUCTIBLE. REINSURER shall only have liability for ANNUAL GMDB
CLAIMS to the extent that the ANNUAL GMDB CLAIMS exceed the ANNUAL GMDB
CLAIM DEDUCTIBLE.

F. Notwithstanding any other provision of this Agreement, the REINSURER'S
total liability under this Agreement shall not exceed (1) in connection
with any single life, the PER LIFE CLAIM LIMIT; (2) for ANNUAL GMDB CLAIMS,
the ANNUAL GMDB CLAIM LIMIT.

ARTICLE VII - RESERVES

A. REINSURER will establish and hold a reserve in connection with the
reinsurance provided under this Agreement (taking into account the claim
deductibles and limits), which will satisfy the requirements of the
insurance regulatory requirements of the state of domicile of the CEDING
COMPANY (the "Domiciliary State"), as in effect on the EFFECTIVE DATE.

B. Additional reserves requested by CEDING COMPANY may be established by
REINSURER and secured by a trust or a letter of credit. An additional
reinsurance premium will be required annually and will be equal to
[redacted] XXXX

C. With respect to the reserve so established, REINSURER will comply with the
provisions of insurance law of the Domiciliary State relating to
reinsurance credit for non-authorized reinsurers as in effect on the
EFFECTIVE DATE, including providing security to enable the CEDING COMPANY
to qualify for such reserve credit through the issuance of letters of
credit or otherwise, at the REINSURER'S expense.

ARTICLE VIII - LITIGATION

In the event of any legal action brought against CEDING COMPANY relating to any
VARIABLE ANNUITY CONTRACT that is reinsured in accordance with the terms and
conditions of this Agreement, CEDING COMPANY shall provide to the REINSURER
written notice thereof, including a copy of the complaint and/or all other
pleadings and material correspondence relating to such legal action within 10
BUSINESS DAYS after CEDING

COMPANY'S receipt thereof.

While the REINSURER does not undertake to investigate or defend claims or
proceedings, it shall nevertheless have the right and be given the opportunity,
at its request and with the cooperation of the CEDING COMPANY to appoint
representatives at its own expense and to become associated with the CEDING
COMPANY and the CEDING COMPANY's representatives in the investigation or defense
of any claims or proceedings.

ARTICLE IX - ACCESS TO RECORDS; CONFIDENTIALITY

A. The REINSURER, or its duly authorized representative, shall have free
access at all reasonable times during and after the currency of this
agreement, to books and records maintained by any of the division,
department and branch offices of the CEDING COMPANY which are involved in
the subject matter of this Agreement and which pertain to the reinsurance
provided hereunder and all claims made in connection therewith. [redacted]

B. The CEDING COMPANY and the REINSURER may come into the possession or
knowledge of Confidential Information of the other in fulfilling
obligations under this Agreement. Each party agrees to hold such
Confidential Information in the strictest confidence and to take all
reasonable steps to ensure that Confidential Information is not disclosed
in any form by any means by each of them or by any of their employees to
third parties of any kind, other than attorneys, accountants, reinsurance
intermediaries, consultants or retrocessionaires having an interest in such
information, except by advance written authorization by an officer of the
authorizing party; provided, however, that either party will be deemed to
have satisfied its obligations as to the Confidential Information by
protecting its confidentiality in the same manner that the party protects
its own proprietary or confidential information of like kind, which shall
be at least a reasonable manner. Subject to the exclusion provided in
Paragraph C, below, "Confidential Information" means:

(1.) any information or knowledge about each party's products, processes,
services, finances, customers, research, computer programs, marketing
and business plans and/or claims management practices; and

(2.) any medical or other personal, individually identifiable information
about people or business entities with whom each party does business,
including customers, prospective customers, vendors, suppliers,
individuals covered by insurance plans, and each party's producers and
employees; and

(3.) records provided pursuant to Paragraph A, above.

C. Notwithstanding the definition of "Confidential Information" provided in
Paragraph B, above, Confidential Information does not include information
that

(1.) is generally available to or known by the public; or

(2.) is disclosed pursuant to written authorization of an officer of the
disclosing party; or

(3.) is disclosed pursuant to operation of law (including without
limitation the lawful requirement of a governmental agency), provided
(a) the non-disclosing party is given reasonable prior notice to
enable it to seek a protective order, and (b) the disclosing party
discloses only that information which, in the reasonable judgment of
its counsel, is required to be disclosed; or

(4.) has been lawfully obtained or developed by either party (a)
independently or from any source other than the other party (provided
that such source is not bound by a duty of confidentiality to such
other party), and (b) not in violation of this Agreement.

D. If either the CEDING COMPANY or the REINSURER discloses Confidential
Information to interested parties such as, but not limited to, attorneys,
accountants, reinsurance intermediaries, consultants or retrocessionaires
having an interest in such information, such interested parties shall also
be bound by this Article's provisions on disclosing Confidential
Information. The CEDING COMPANY or the REINSURER must inform the interested
party of the provisions of this Article and agree to ensure that the
interested parties honor the provisions.

D. This Article expires 3 year after the TERMINATION DATE.

ARTICLE X - UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS

It is expressly understood and agreed that if failure to comply with any terms
of this Agreement is hereby shown to be the result of an unintentional error,
misunderstanding or omission, on the part of either CEDING COMPANY or REINSURER,
both CEDING COMPANY and REINSURER, will be restored to the position they would
have occupied, had no such error, misunderstanding or omission occurred, subject
to the correction of the error, misunderstanding or omission within a reasonably
expedient time after discovery.

ARTICLE XI - CURRENCY

All retentions and limits hereunder, and all monetary data elements as described
in Schedule F, are expressed in United States dollars and all premium and claim
payments shall be made in United States dollars.

ARTICLE XII - INSOLVENCY

A. In the event of insolvency of CEDING COMPANY, any net GMDB CLAIMS and EEB
CLAIMS due CEDING COMPANY, after offset for REINSURANCE PREMIUMS due
REINSURER as described in Article XIV, will be payable directly by
REINSURER to CEDING COMPANY or to its liquidator, receiver, conservator or
statutory successor on the basis of REINSURER'S liability to CEDING COMPANY
without diminution because of the insolvency of CEDING COMPANY, or because
the liquidator, receiver, conservator or statutory successor of CEDING
COMPANY has failed to pay all or a portion of any claim.

B. In the event of insolvency of CEDING COMPANY, the liquidator, receiver, or
statutory successor will, within reasonable time after the claim is filed
in the insolvency proceeding,

give written notice to REINSURER of all pending claims against CEDING
COMPANY on any VARIABLE ANNUITY CONTRACTS reinsured. While a claim is
pending, REINSURER may investigate and interpose, at its own expense, in
the proceedings where the claim is adjudicated, any defense or defenses
that it may deem available to CEDING COMPANY or its liquidator, receiver,
or statutory successor. The expense incurred by REINSURER will be
chargeable, subject to court approval against CEDING COMPANY as part of the
expense of liquidation to the extent of a proportionate share of the
benefit that may accrue to CEDING COMPANY solely as a result of the defense
undertaken by REINSURER. Where two or more reinsurers are participating in
the same claim and a majority in interest elects to interpose a defense or
defenses to any such claim, the expense will be apportioned in accordance
with the terms of the reinsurance agreement as though such expense had been
incurred by CEDING COMPANY.

C. The reinsurance shall be payable by the Reinsurer to the CEDING COMPANY or
to its liquidator, receiver, conservator, or statutory successor, except
(a) where this Agreement specifically provides another payee of such
reinsurance in the event of the insolvency of the CEDING COMPANY; or (b)
where provided otherwise under applicable law. Then, with the prior
approval of the applicable regulatory authority, if required, the CEDING
COMPANY is entirely released from its obligation and the REINSURER shall
pay any loss directly to payees under such original policy.

ARTICLE XIII - ARBITRATION

A. Any and all disputes or differences arising out of this Agreement,
including its formation and validity, shall be submitted to binding
arbitration. Any arbitration shall be based upon the Procedures for the
Resolution of U.S. Insurance and Reinsurance Disputes dated September 1999
(the "Procedures"), as supplemented by the paragraphs below.

[redacted]

D. The arbitration shall take place in New York, New York.

E. Unless prohibited by law, the Supreme Court of the State and County of New
York and the United States District Court for the Southern District of New
York shall have exclusive jurisdiction over any and all court proceedings
that either Party may initiate in connection with the arbitration,
including proceedings to compel, stay, or enjoin arbitration or to confirm,
vacate, modify, or correct an Arbitration Award.

F. For purposes of this Article, the terms "Arbitration Award,"
"Disinterested," "Notice of Arbitration," "Panel," "Party" (or "Parties"),
"Petitioner," "Respondent," and "Response" shall have the meanings set
forth in article 2 of the Procedures (Definitions).

G. In the event of any conflict between the Procedures and this Article, this
Article, and not the Procedures, will control.

H. This Article shall survive the expiration or termination of this Agreement.

ARTICLE XIV - OFFSET

Either party shall have, and may exercise at any time the right to offset any
balance or amounts whether on account of premiums, or on account of claims or
otherwise, due from one party to the other under the terms of this Agreement.

ARTICLE XV - MISCELLANEOUS

A. This Agreement means the text hereof, the Schedules and any Amendments
effected in accordance with this paragraph. The Agreement constitutes the
entire statement of agreement between the parties with regard to the
subject matter hereof. There are no other understandings or agreements
between the parties regarding the contracts reinsured other than as
expressed in this Agreement. Any changes or additions to this Agreement
must be effected by means of a written amendment that has been signed by
both parties.

B. Notwithstanding the termination of this Agreement as provided herein, its
provisions will continue to apply hereunder to the end that all obligations
and liabilities incurred by each party hereunder will be fully performed
and discharged.

C. If any provision of this Agreement should be rendered invalid, illegal or
unenforceable by law, regulations or public policy of any state or other
applicable jurisdiction, the parties will renegotiate the Agreement in good
faith to cure such invalid, illegal or unenforceable provision. If such
negotiations are unsuccessful to resolve the matter, then (i) such invalid,
illegal or unenforceable provision will be deleted from the Agreement, (ii)
to the maximum

extent permitted by law, such invalidity, illegality or unenforceability
will not affect any other provisions of this Agreement and (iii) this
Agreement will be construed to give effect to the remaining provisions
hereof to carry out its original intent.

ARTICLE XVI - GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
New York without regard for its conflicts of laws principles.

ARTICLE XVII - SERVICE OF SUIT

A. It is agreed that in the event of the failure of the Reinsurers hereon to
pay any amount claimed to be due hereunder, the Reinsurers hereon, at the
request of the CEDING COMPANY, will submit to the jurisdiction of a court
of competent jurisdiction within the United States. Nothing in this clause
constitutes or should be understood to constitute a waiver of Reinsurers'
rights to commence an action in any court of competent jurisdiction in the
United States, to remove an action to a United States District Court, or to
seek a transfer of a case to another court as permitted by the laws of the
United States or of any state in the United States. It is further agreed
that service of process in such suit may be made upon CT Corporation
System, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and that in any suit
instituted against any one of them upon this Agreement, Reinsurers will
abide by the final decision of such court or of any Appellate Court in the
event of an appeal.

B. The above named are authorized and directed to accept service of process on
behalf of Reinsurers in any such suit and/or upon the request of the CEDING
COMPANY to give a written undertaking to the CEDING COMPANY that they will
enter a general appearance upon Reinsurers' behalf in the event such a suit
shall be instituted.

C. Further, pursuant to any statute of any state, territory or district of the
United States which makes provision therefore, Reinsurers hereon hereby
designate the Superintendent, Commissioner or Director of Insurance or
other officer specified for that purpose in the statute, or his successor
or successors in office, as their true and lawful attorney upon whom may be
served any lawful process in any action, suit or proceeding instituted by
or on behalf of the CEDING COMPANY or any beneficiary hereunder arising out
of this contract of reinsurance, and hereby designate the above named as
the person to whom the said officer is authorized to mail such process or a
true copy thereof.

D. This Article shall not be read to conflict with or override the obligation
of the parties to arbitrate any and all disputes or differences arising out
of this Agreement.

ARTICLE XVIII - NOTICES

A. All notices required to be given hereunder shall be in writing and shall be
deemed delivered if personally delivered, sent via reputable overnight
carrier, facsimile with proof of successful transmission, or dispatched by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the parties as follows:

[redacted]
Anchor National Life Insurance Company
[redacted]
[redacted]
[redacted]

[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]

B. Notice shall be deemed given on the date it is received in accordance with
the foregoing. Notice by facsimile shall only be effective upon written
confirmation from the recipient. Automatic or electronic receipts are not
considered written confirmation. Any party may change the address to which
to send notices by notifying the other party of such change of address in
writing in accordance with the foregoing.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate on the dates indicated to be effective as of the date specified
above.

[redacted] Anchor National Life Insurance Company
ABD Life Reinsurance [redacted]

By By
---------------------------------- -------------------------------------
Name Name
-------------------------------- -----------------------------------
Title Title
------------------------------- ----------------------------------
Date Date
-------------------------------- -----------------------------------

ATTEST: ATTEST:

AUTOMATIC REINSURANCE AGREEMENT

between

ANCHOR NATIONAL LIFE INSURANCE COMPANY
now known as AIG SUNAMERICA LIFE ASSURANCE COMPANY as of March 1, 2003
(a corporation organized under the laws of the state of Arizona,
having its principal place of business in Los Angeles, California;
hereinafter referred to as the CEDING COMPANY)

and

[redacted] XYZ [redacted] REINSURANCE COMPANY
(a corporation organized under the laws of the state of [redacted],
having its principal place of business in [redacted];
hereinafter referred to as the REINSURER)

EFFECTIVE DATE OF THIS AGREEMENT: JANUARY 1, 2002
(hereinafter referred to as the EFFECTIVE DATE)

AGREEMENT NO. [redacted]

TABLE OF CONTENTS

PREAMBLE ............................................................ 1

Article I. Scope of Agreement.......................................... 1

Article II. Commencement and Termination of Liability................... 2 [redacted]

Article III. Oversights and Clerical Errors.............................. 3 [redacted]

Article IV. Net Amount at Risk.......................................... 4 [redacted]

Article V. Reinsurance Premiums........................................ 6 [redacted]

Article VI. Reinsurance Administration.................................. 6 [redacted]

Article VII. Settlement of Claims........................................ 10 [redacted]

Article VIII. Reinsurance Credit.......................................... 11 [redacted]

Article IX. Recapture Privileges........................................ 12 [redacted]

Article X. Inspection of Records....................................... 14 [redacted]

Article XI. Insolvency.................................................. 15 [redacted]

Article XII. Negotiation................................................. 16 [redacted]

Article XIII. Arbitration................................................. 17 [redacted]

Article XIV. Right to Offset Balances Due................................ 18 [redacted]

Article XV. Policy Form and Program Changes............................. 19 [redacted]

Article XVI. Confidentiality............................................. 21 [redacted]

Article XVII. Other Provisions............................................ 22 [redacted]

A. Notifications.......................................... 22 [redacted]

B. Assignment............................................. 22 [redacted]

C. Severability........................................... 22 [redacted]

D. Applicable Law......................................... 22 [redacted]

E. Currency............................................... 22 [redacted]

Article XVIII. Entire Agreement............................................ 23 [redacted]

Article XIX. DAC Tax..................................................... 24 [redacted]

Article XX. Duration of Agreement....................................... 25 [redacted]

Article XXI. Special Termination or Settlement........................... 26 [redacted]

Article XXII. Execution of Agreement...................................... 27 [redacted]

[redacted] Effective January 1, 2002 i

SCHEDULES AND EXHIBITS

Schedule A Plans of Reinsurance

Schedule B Investment Funds

Schedule C Required Data and Suggested Data Layout

Exhibit I 1994 Variable Annuity MGDB Mortality Table

Exhibit II Reinsurance Premiums

Exhibit III Benefit Limitation Rule

Exhibit IV Policy Forms and Endorsements

Exhibit V Confidentiality and Non-Disclosure Agreement

[redacted] Effective January 1, 2002 ii

PREAMBLE

This Agreement is an indemnity reinsurance agreement solely between the CEDING
COMPANY and the REINSURER. The acceptance of reinsurance hereunder shall not
create any right or legal relation whatever between the REINSURER and the
annuitant, owner, beneficiary or any other party under any policies of the
CEDING COMPANY which may be reinsured hereunder. The CEDING COMPANY shall be and
remain solely liable to such parties under such policies reinsured hereunder.

ARTICLE I.

SCOPE OF AGREEMENT

A. On and after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall
automatically reinsure with the REINSURER and the REINSURER shall
automatically accept, its share of the MNAR (defined in Article IV), in
excess of the CEDING COMPANY's retention (defined in Paragraph B below),
generated prior to termination of the REINSURER's liability (defined in
Article II), by the Guaranteed Minimum Death Benefit (GMDB) and Earnings
Enhancement Benefit (EEB) provisions within new and inforce variable
annuity policy forms and endorsements issued by the CEDING COMPANY and
reinsured hereunder (defined in Schedule A).

[redacted] The REINSURER's maximum VNAR liability incurred in any one
calendar year shall be calculated on an aggregate basis by premium class.
[redacted]

ARTICLE I, SCOPE OF AGREEMENT

(Continued)

[redacted]

[redacted] B. This Agreement covers only the CEDING COMPANY's contractual
liability for claims paid under variable annuity policy forms and
endorsements specified in Schedule A and supported by investment funds
specified in Schedule B and its Amendments, that were submitted to the
REINSURER in accordance with the terms of this Agreement set forth in
Article XV.

[redacted] C. For purposes of clarification and certainty, any reference in this
Agreement to restoring a party to the position that that party would have
occupied, or any similar phrase, shall be deemed to mean restoring the
party to the position that that party would have occupied under the terms
of this Agreement, and not to the position that that party occupied prior
to the execution of this Agreement.

[redacted] Effective January 1, 2002 Page 1

ARTICLE II.

COMMENCEMENT AND TERMINATION OF LIABILITY

A. On reinsurance ceded under the terms of this Agreement, the liability of
the REINSURER shall commence simultaneously with that of the CEDING
COMPANY.

B. The liability of the REINSURER for all reinsured policies under this
Agreement may terminate in accordance with

1. the Duration of Agreement provisions set forth within Article XX, or

2. the termination provisions set forth within Article VI,
Administration, and within Article XXI, Special Termination or
Settlement, or

3. the Recapture Privileges set forth within Article IX.

C. For an individual policy, the liability of the REINSURER under this
Agreement will terminate either in accordance with Paragraph B, above, or
upon the earliest of the following occurrences defined in the policy(ies)
reinsured hereunder:

1. the date the owner elects to annuitize;

2. surrender or termination of the policy (including 1035 exchanges);

3. the death of the owner or annuitant where such death triggers the
payment of a contractual death benefit, or the later of the death of
the spouse when spousal continuance has been elected;

4. attainment of attained age 90 for the Annual Ratchet GMDB benefit, and
the later of attained age 95 and 10 years from issue for all other
GMDB and EEB benefits;

[redacted] D. The REINSURER shall be liable to reimburse claims in accordance
with Article VII, only on those deaths where the actual date of death is on
or after the EFFECTIVE DATE.

[redacted] Effective January 1, 2002 Page 2

ARTICLE III.

OVERSIGHTS AND CLERICAL ERRORS

A. Should either the CEDING COMPANY or the REINSURER fail to comply with any
of the terms of this Agreement, and if such noncompliance is shown to be
the unintentional result of a misunderstanding, oversight or clerical error
on the part of either the CEDING COMPANY or the REINSURER, then this
Agreement shall remain in full force and effect, but both the REINSURER and
the CEDING COMPANY shall be restored to the positions they would have
occupied had no such noncompliance, oversight, misunderstanding or clerical
error occurred. Such conditions are to be reported and corrected promptly
after discovery.

B. If the CEDING COMPANY or the REINSURER discovers that the CEDING COMPANY
did not cede reinsurance on a policy it should have reinsured under this
Agreement, the CEDING COMPANY will take prompt, reasonable and necessary
steps to ensure that similar oversights do not recur. In such event, this
Agreement shall remain in full force and effect, but both the REINSURER and
the CEDING COMPANY shall be restored to the positions they would have
occupied had the CEDING COMPANY ceded such reinsurance at the original
date. [redacted]

C. If the CEDING COMPANY or the REINSURER discovers that the CEDING COMPANY
did not declare a policy form it should have declared under this Agreement,
the CEDING COMPANY will take prompt, reasonable and necessary steps to
ensure that similar oversights do not recur. In such event, this Agreement
shall remain in full force and effect, but both the REINSURER and the
CEDING COMPANY shall be restored to the positions they would have occupied
had the CEDING COMPANY declared the policy form at the original date.
[redacted]

D. The provisions of this Article may not be used to supersede or void the
termination provisions set forth in Article VI, Paragraph F.

E. Any negligent or deliberate acts or omissions by the CEDING COMPANY
regarding the insurance or reinsurance provided are the responsibility of
the CEDING COMPANY and its liability insurer, if any, but not that of the
REINSURER. The previous sentence does not negate the REINSURER's liability
under Article VII, Settlement of Claims, of this Agreement.

[redacted] Effective January 1, 2002 Page 3

ARTICLE IV.

NET AMOUNT AT RISK

A. The MNAR (Mortality Net Amount at Risk) for each variable annuity policy
form reinsured hereunder, by issue age, shall be equal to the following:

[redacted]

where:

- VNAR (Variable Net Amount at Risk) = [redacted]:

- [redacted] SCNAR (Surrender Charge Net Amount at Risk) = [redacted]

EEMNAR (Earnings Enhancement Mortality Net Amount at Risk) =
[redacted]

B. Spousal Continuances (as described in Schedule A)

The REINSURER will reimburse the CEDING COMPANY for the SCNAR (for the
Issue Ages defined in Paragraph A, above), realized upon death consistent
with the manner in which the CEDING COMPANY waives the surrender charges
when death benefit is paid out.

Also covered under this Agreement are surrender charges arising from
additional premium deposits contributed by the spouse to the policy on or
after the spousal continuance date.

In no event will the REINSURER reimburse surrender charges arising from the
same premium deposits more than once.

[redacted] Effective January 1, 2002 Page 4

ARTICLE IV, NET AMOUNT AT RISK

(Continued)

C. The death benefit and the surrender charges will be as described in the
variable annuity policy forms specified in Schedule A.

[redacted] Effective January 1, 2002 Page 5

ARTICLE V.

REINSURANCE PREMIUMS

A. The total Reinsurance Premium due in any reporting period is the sum of the
GMDB Reinsurance Premium and the EEB Reinsurance Premium as defined
separately below. The reporting period is monthly.

B. [redacted] The reinsurance rates and the premium structure described herein
are subject to change based on the criteria described in Article XV.

GMDB Reinsurance Premium The GMDB Reinsurance Premium is a monthly YRT rate
which is applied to the average MNAR, excluding EEMNAR, over the reporting
period on a life-by-life attained age basis, and is equal [redacted] The
GMDB minimum and maximum reinsurance premium rates, expressed in terms of
basis points, are set forth in Exhibit II, and are calculated on an
aggregate basis by premium class, as described in the following paragraph.

[redacted] The GMDB Reinsurance Premium due to the REINSURER for the month,
for each premium class, shall be the greater of the YRT rate, as described
above, and the minimum asset-based premium, but no greater than the maximum
asset-based premium calculated as described above. The total GMDB
Reinsurance Premium due for the month is the sum of the premiums calculated
for each premium class.

The YRT rate and the minimum and maximum premium rates shall be based on
the oldest person of a multiple life status.

C. EEB Reinsurance Premium: The EEB Reinsurance Premium is an asset-based
reinsurance premium that varies by a defined premium class based on
underlying GMDB design, issue age, and, for the business issued in calendar
year 2001, the "moniness" (defined in Exhibit II Note 1) status of a
particular policy. The premium rates, expressed in terms of basis points,
are set forth in Exhibit II, and are calculated on an aggregate basis by
premium class, as described in the following Paragraph.

[redacted] ARTICLE V, REINSURANCE PREMIUMS

(Continued)

[redacted] The CEDING COMPANY shall calculate, for each premium class, the
REINSURER's Quota Share Percentage of the average aggregate total account
value for the reporting month. This value shall be applied to the
annualized reinsurance premium rates per premium class on a 1/12th basis.
The total EEB Reinsurance Premium due for the month is the sum of the
premiums calculated for each premium class.

The asset-based premium rates shall be based on the oldest person of a
multiple life status.

D. Spousal Continuances: For Spousal Continuances, the new reinsurance premium
rate applied shall be based off the attained age of the surviving spouse at
the time of election of spousal continuance. After the new business
facility expires, as described under Article XX, the REINSURER reserves the
right to declare new rates.

[redacted]

ARTICLE VI.

REINSURANCE ADMINISTRATION

A. Within thirty (30) days of the end of each calendar month (the "Due Date"),
the CEDING COMPANY shall provide to the REINSURER:

[redacted] Effective January 1, 2002 Page 6

B. [redacted] The CEDING COMPANY acknowledges the importance of timely
submissions of credible data, as defined herein, to enable the REINSURER to
manage effectively the risk associated with the products reinsured
hereunder. Therefore, by the Due Date for each calendar month, the CEDING
COMPANY will take the necessary steps to furnish the REINSURER with the
[redacted] as detailed in Schedule C, for each policy form specified in
Schedule A, valued as of the last day of that month. [redacted]. The data
provided shall constitute a component of the Remittance provided both of
the following conditions are met:

1. the file contains correct data for all the policies reinsured, and

2. each record contains all of the applicable data elements set forth in
Schedule C.

The CEDING COMPANY shall promptly notify the REINSURER when it becomes
aware of any deficiency in its seriatim electronic data and/or its
associated reporting process. For its part, if the REINSURER becomes aware
of any deficiency in the CEDING COMPANY's seriatim electronic data and/or
its associated reporting process, the REINSURER shall promptly notify the
CEDING COMPANY of the deficiency. The CEDING COMPANY shall initiate the
cure for the deficiency within thirty (30) days after either notice, (the
"Cure Period"), to be effectuated as promptly as possible.

Any error or incomplete item that does not materially affect the
REINSURER's ability to manage its risk associated with the reinsured
policies shall not cause the seriatim electronic data provided by the
CEDING COMPANY to fail to constitute the seriatim electronic data component
of a Remittance.

C. Additionally, by the Due Date for each calendar month, the CEDING COMPANY
will furnish the REINSURER with a Summary Statement containing the
following:

1. [redacted];

2. benefit claim reimbursements due to the CEDING COMPANY in total and,
if applicable, broken down by MNAR components;

3. month end date for the period covered by the Summary Statement.

[redacted] Effective January 1, 2002 Page 7

ARTICLE VI, REINSURANCE ADMINISTRATION

(Continued)

D. If the net balance is due the REINSURER, the amount due shall be remitted
with the Summary Statement. If the net balance is due the CEDING COMPANY,
the REINSURER shall remit the amount to the CEDING COMPANY within ten (10)
days of receipt of the Summary Statement.

E. Furthermore, [redacted]. Upon the receipt of the final report for the
calendar year, the REINSURER will "true-up" benefit claim reimbursements,
if necessary, for that calendar year.

F. The submission of the Remittance is a condition precedent to the liability
of the REINSURER under this Agreement. In the event the CEDING COMPANY does
not make the Remittance in accordance with the provisions of this Article,
the REINSURER may exercise the following rights:

1. The REINSURER reserves the right to charge interest if the CEDING
COMPANY fails to remit to the REINSURER the premium component of a
Remittance [redacted] The REINSURER reserves the right to charge
interest on the associated premium, if the CEDING COMPANY fails to
submit to the REINSURER the seriatim data component of a Remittance
that fulfills the requirements set forth in Paragraph B of this
Article, within thirty (30) days of the end of the Cure Period.
Interest shall be calculated in accordance with the procedure
described above in this Paragraph F1.

2. The REINSURER will have the right to terminate this Agreement if the
premium component of a Remittance otherwise due the REINSURER from the
CEDING COMPANY [redacted] The REINSURER will have the right to
terminate this Agreement if the CEDING COMPANY fails to submit to the
REINSURER the seriatim data component of a Remittance that fulfills
the requirements set forth in Paragraph B of this Article, [redacted]
Termination shall be effected in accordance with the procedure
described above in this Paragraph F2.

[redacted] Effective January 1, 2002 Page 8

ARTICLE VI, REINSURANCE ADMINISTRATION

(Continued)

Receipt by the REINSURER of a partial submission, such as reinsurance
premiums without accompanying seriatim electronic data or vice versa, does
not constitute a Remittance and thus does not cure a delinquency or a
default under this Agreement.

G. The CEDING COMPANY reserves the right to charge interest, calculated in
accordance with the method set forth in Paragraph F1, above, on claims not
paid within [redacted] set forth in Article VI, Paragraph D, above.

[redacted] Effective January 1, 2002 Page 9

ARTICLE VII.

SETTLEMENT OF CLAIMS

A. The claims that are eligible for reimbursement are only those that the
CEDING COMPANY is contractually required to pay on deaths that occur on or
after the EFFECTIVE DATE, subject to the liability limitations described in
Article I.

B. In the event the CEDING COMPANY provides satisfactory proof of claim
liability to the REINSURER, claim settlements made by the CEDING COMPANY
shall be unconditionally binding on the REINSURER. In every case of claim,
copies of the proofs obtained by the CEDING COMPANY will be taken by the
REINSURER as sufficient.

C. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY shall notify the REINSURER of the reinsured contractual death
benefits paid in that month, based on the net amount at risk definition set
forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY,
as provided in Article VI, for the reinsured benefits.

D. Settlements by the REINSURER shall be in a lump sum regardless of the mode
of payment made by the CEDING COMPANY.

E. With respect to Extra-Contractual Damages, except as otherwise provided
below, in no event will the REINSURER participate in punitive or
compensatory damages or statutory penalties which are awarded against the
CEDING COMPANY as a result of an act, omission or course of conduct
committed solely by the CEDING COMPANY in connection with the insurance
reinsured under this Agreement.

[redacted] If the REINSURER declines to be party to the contest, compromise
or litigation of a claim, it will pay its full share of the amount
reinsured, as if there had been no contest, compromise or litigation. In
addition, the REINSURER will pay its proportionate share of covered
expenses incurred to the date it notifies the CEDING COMPANY that it
declines to be a party to the contest, compromise or litigation of a claim.

F. In no event will the REINSURER be liable for expenses incurred in
connection with a dispute or contest arising out of conflicting or any
other claims of entitlement to policy proceeds or benefits.

[redacted] Effective January 1, 2002 Page 10

ARTICLE VIII.

REINSURANCE CREDIT

A. The reserves held by the REINSURER in its statutory financial statements
will be greater than or equal to those required by the state where the
statement is filed. It is the intention of both the REINSURER and the
CEDING COMPANY that the CEDING COMPANY qualify for reinsurance reserve
credit in the states in which the REINSURER is currently authorized for the
reinsurance ceded hereunder. The REINSURER, at its sole cost and expense,
shall do all that is necessary to comply with all the Insurance laws and
regulations of the states in which the CEDING COMPANY is admitted, to
enable the CEDING COMPANY to take reserve credit for the reinsurance ceded
hereunder, including delivery of any reports required thereunder.

B. In the event that the CEDING COMPANY is unable to qualify for reinsurance
reserve credit solely because the REINSURER is not authorized in a State,
the REINSURER shall, [redacted], take any necessary actions, at its sole
cost and expense, to insure that the CEDING COMPANY qualifies for
reinsurance reserve credit as described in Paragraph A, above. [redacted]

C. Notwithstanding any other provision of this Agreement, the CEDING COMPANY
or any successor by operation of law of the CEDING COMPANY, including
without limitation, any liquidator, rehabilitator, receiver or conservator
of the CEDING COMPANY, may draw upon such letters of credit at any time
(including, but not limited to the receipt of notice of non-renewal of such
letters of credit) for any one or more of the following purposes, such
withdrawal to be applied without diminution because of the insolvency of
the REINSURER:

1. To reimburse the CEDING COMPANY for the REINSURER's share under
this Agreement of premiums returned to owners of policies due to
cancellations of policies reinsured under this Agreement.

2. To reimburse the CEDING COMPANY for the REINSURER's share under
this Agreement of benefits or losses paid by the CEDING COMPANY
under policies reinsured under this Agreement.

3. To pay any other amounts which the CEDING COMPANY claims as due
under this Agreement.

The CEDING COMPANY agrees to return to the REINSURER any amounts drawn down
on such letters of credit which are in excess of the actual amounts
required for 1 or 2, or in the case of 3 above, any amounts that are
subsequently determined not to be due.

[redacted] Effective January 1, 2002 Page 11

ARTICLE IX.

RECAPTURE PRIVILEGES

A. The CEDING COMPANY may recapture existing reinsurance in force in
accordance with the rules set forth in this Article IX.

B. The CEDING COMPANY will notify the REINSURER of its intent to recapture at
least ninety (90) days prior to any recaptures.

C. No recapture will be made [redacted], as measured from the EFFECTIVE DATE,
unless the parties mutually agree to a shorter period of time.

D. The recapture shall apply to all the reinsurance in force under the
Agreement.

E. [redacted]. The total carryforward is defined as the sum of the
carryforwards of this Agreement and the complementary living benefits
agreements, Agreement No. [redacted] and Agreement No. [redacted], that
reinsure the same variable annuity policy forms specified in Schedule A.

F. The carryforward for each Agreement is defined as the relevant period's
reinsurance premium [redacted] Each period utilized for purposes of this
paragraph shall be an annual period measured from the anniversary date of
this Agreement, except that the final period shall be the most recent
anniversary date to the date of notification of recapture.

G. Upon election, [redacted]

H. The CEDING COMPANY and the REINSURER agree to exchange carryforward
calculations each year-end to ensure ongoing agreement on the position of
the carryforward.

[redacted]

[redacted] Effective January 1, 2002 Page 12

ARTICLE IX, RECAPTURE PRIVILEGES

(Continued)

I. The above provisions of the Agreement notwithstanding, recapture may also
occur in accordance with the terms set forth in Article XX, Duration of
Agreement and Article XXI, Special Termination or Settlement.

[redacted] Effective January 1, 2002 Page 13

ARTICLE X.

INSPECTION OF RECORDS

A. The REINSURER, or its duly appointed representatives, shall have the right
annually, upon reasonable advance notice, and for reasonable purposes, to
inspect at the office of the CEDING COMPANY all records referring directly
to those aspects of the insurance reinsured by the REINSURER.

B. Relating to the business reinsured hereunder, the CEDING COMPANY, or its
duly appointed representatives, shall have the right annually, upon
reasonable advance notice, and for reasonable purposes, to inspect at the
office of the REINSURER all records referring directly to those aspects of
the reinsurance ceded from the CEDING COMPANY.

C. Notwithstanding the preceding provisions, if undisputed balances due from
the REINSURER under this Agreement have not been paid for the two (2) most
recently reported calendar quarters, the REINSURER shall not have access to
any of the CEDING COMPANY's records relating to this Agreement without the
specific consent of the CEDING COMPANY.

[redacted] Effective January 1, 2002 Page 14

ARTICLE XI.

INSOLVENCY

A. In the event of the insolvency of the CEDING COMPANY, this reinsurance
shall be payable directly to the CEDING COMPANY, or to its liquidator,
receiver, conservator or statutory successor immediately upon demand on the
basis of the liability of the CEDING COMPANY without diminution because of
the insolvency of the CEDING COMPANY or because the liquidator, receiver,
conservator or statutory successor of the CEDING COMPANY has failed to pay
all or a portion of any claim. It is agreed, however, that the liquidator,
receiver, conservator or statutory successor of the CEDING COMPANY shall
give written notice to the REINSURER of the pendency of a claim against the
CEDING COMPANY which would involve a possible liability on the part of the
REINSURER, indicating the policy or bond reinsured, within a reasonable
time after such claim is filed in the conservation or liquidation
proceeding or in the receivership. It is further agreed that during the
pendency of such claim the REINSURER may investigate such claim and
interpose, at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses that it may deem available to the
CEDING COMPANY or its liquidator, receiver, conservator, or statutory
successor. The expense thus incurred by the REINSURER shall be chargeable,
subject to the approval of the Court, against the CEDING COMPANY as part of
the expense of conservation or liquidation to the extent of a pro rata
share of the benefit which may accrue to the CEDING COMPANY solely as a
result of the defense undertaken by the REINSURER.

B. Where two or more Reinsurers are involved in the same claim and a majority
in interest elect to interpose defense to such claim, the expense shall be
apportioned in accordance with the terms of the Agreement as though such
expense had been incurred by the CEDING COMPANY.

C. The reinsurance shall be payable by the REINSURER to the CEDING COMPANY or
to its liquidator, receiver, conservator, or statutory successor, except
where the REINSURER with the consent of the direct insured or insureds has
voluntarily assumed such policy obligations of the CEDING COMPANY as direct
obligations of the REINSURER to the payees under such policies and in
substitution for the obligations of the CEDING COMPANY to the payees.
[redacted]

[redacted] Effective January 1, 2002 Page 15

ARTICLE XII.

NEGOTIATION

A. [redacted] The officers will meet at a mutually agreeable location as early
as possible and as often as necessary, in order to gather and furnish the
other with all appropriate and relevant information concerning the dispute.
The officers will discuss the problem and will negotiate in good faith
without the necessity of any formal arbitration proceedings. During the
negotiation process, all reasonable requests made by one officer to the
other for information will be honored. The designated officers will decide
the specific format for such discussions.

B. If the officers cannot resolve the dispute [redacted], the parties will
agree to submit the dispute to formal arbitration, as set forth in Article
XIII. However, the parties may agree in writing to extend the negotiation
period for an additional thirty (30) days.

[redacted] Effective January 1, 2002 Page 16

ARTICLE XIII.

ARBITRATION

B. The Panel shall consist of three Disinterested arbitrators, one to be
appointed by the Petitioner, one to be appointed by the Respondent and the
third to be appointed by the two Party-appointed arbitrators. The third
arbitrator shall serve as the umpire, who shall be neutral. The arbitrators
and umpire shall be persons who are current or former officers or
executives of an insurer or reinsurer. Within thirty days of the
commencement of the arbitration proceeding each Party shall provide the
other Party with the identification of its Party-appointed arbitrator, his
or her address (including telephone, fax and e-mail information), and
provide a copy of the arbitrator's curriculum vitae. If either Party fails
to appoint an arbitrator within that thirty-day period, the non-defaulting
Party will appoint an arbitrator to act as the Party-appointed arbitrator
for the defaulting Party. The umpire shall be appointed by the two
Party-appointed arbitrators as soon as practical (but no later than 30
days) after the appointment of the second arbitrator. The Party-appointed
arbitrators may consult, in confidence, with the Party who appointed them
concerning the appointment of the umpire.

C. Where the two Party-appointed arbitrators have failed to reach agreement on
an umpire within the time specified in paragraph B, each Party shall
propose to the other in writing, within seven (7) days thereafter, eight
(8) umpire candidates from the ▇▇▇▇▇ U.S. Certified Arbitrators List in
effect at the time of the commencement of the arbitration. The umpire will
then be selected in accordance with 6.7(b)-(e) of the Procedures.
(Unless the Parties agree otherwise, the ▇▇▇▇▇ U.S. Umpire Questionnaire
Form in effect at the time of the commencement of the arbitration shall be
used.)

D. The arbitration shall take place in [redacted]

E. Unless prohibited by law, the Supreme Court of the State and County of
[redacted] and the United States District Court for the Southern District
of [redacted] shall have exclusive jurisdiction over any and all court
proceedings that either Party may initiate in connection with the
arbitration, including proceedings to compel, stay, or enjoin arbitration
or to confirm, vacate, modify, or correct an Arbitration Award.

G. In the event of any conflict between the Procedures and this Article, this
Article, and not the Procedures, will control.

H. This Article shall survive the expiration or termination of this Agreement.

[redacted] Effective January 1, 2002 Page 17

ARTICLE XIV.

RIGHT TO OFFSET BALANCES DUE

The CEDING COMPANY and the REINSURER shall have, and may exercise at any time,
the right to offset any undisputed balance or balances due one party to the
other, its successors or assignees, against balances due to the other party
under this Agreement or under any other Agreements or Contracts previously or
subsequently entered into between the CEDING COMPANY and the REINSURER. This
right of offset shall not be affected or diminished because of the insolvency of
either party to this Agreement.

[redacted] Effective January 1, 2002 Page 18

ARTICLE XV.

POLICY FORM AND PROGRAM CHANGES

A. The CEDING COMPANY may amend, substitute, add or delete variable investment
funds to the investment options supporting the annuity policy form as
described in the policy form general provisions. No such change shall be
made by the CEDING COMPANY without PRIOR notification to the REINSURER and
without changes being declared effective by the Securities and Exchange
Commission (SEC), if necessary. The REINSURER will approve or disapprove of
the fund change [redacted] The CEDING COMPANY agrees to maintain at all
times a satisfactory selection of core investment options with overall risk
profile characteristics similar to those listed in Schedule B at inception
of the Agreement.

Should any such change result in a material change in the underlying risk,
the REINSURER shall have the right to modify, for that product line only,
any of the terms of this Agreement in order to restore, to the extent
possible, the risk profile of the business reinsured hereunder to its
original position when priced by the REINSURER at inception of the
Agreement or upon subsequent amendment thereto, as applicable. The
REINSURER shall [redacted], provide the CEDING COMPANY with notice of its
intent to revise the terms of this Agreement. The CEDING COMPANY shall have
the right to approve or disapprove of the changes proposed by the
REINSURER. If both parties are not able to reach a mutually satisfactory
agreement on revised terms, then notwithstanding Article IX, the CEDING
COMPANY shall have the right of immediate termination of this Agreement for
new and inforce business affected by the change. The CEDING COMPANY shall
provide the REINSURER with written notification of its intent to terminate.
The date of termination shall be the date that the revised terms would have
become effective.

B. The CEDING COMPANY shall also give the REINSURER ADVANCE notice of any
other changes to any policy forms reinsured hereunder, such as the annuity
product design and/or death benefit design, any fees and charges, or the
addition of any riders. The REINSURER shall, [redacted], provide the CEDING
COMPANY with notice of its approval of such change or its intent to revise
the terms of this Agreement.

Should any such change affect new business to be reinsured under this
Agreement and result in a material change in the underlying risk, the
REINSURER shall have the right to modify, for that new business only, any
of the terms of this Agreement in order to restore, to the extent possible,
the risk profile of the business reinsured hereunder to its original
position when priced by the REINSURER at inception of the Agreement or upon
subsequent amendment thereto, as applicable. The REINSURER shall, within
[redacted], provide the CEDING COMPANY with notice of its intent to revise
the terms of this Agreement. The CEDING COMPANY shall have the right to
approve or disapprove of the changes proposed by the REINSURER. If both
parties are not able to reach a mutually satisfactory agreement on revised
terms, then the CEDING COMPANY shall have the right of immediate
termination of this Agreement for new business only. The CEDING COMPANY
shall

[redacted] Effective January 1, 2002 Page 19

ARTICLE XV, POLICY FORM AND PROGRAM CHANGES

(Continued)

provide the REINSURER with written notification of its intent to terminate.
The date of termination shall be the date that the revised terms would have
become effective.

Should any such change affect inforce policies reinsured under this
Agreement and result in a material change in the underlying risk, the
REINSURER shall have the right to modify, for that product line only, any
of the terms of this Agreement in order to restore, to the extent possible,
the risk profile of the business reinsured hereunder to its original
position when priced by the REINSURER at inception of the Agreement or upon
subsequent amendment thereto, as applicable. The REINSURER shall,
[redacted] provide the CEDING COMPANY with notice of its intent to revise
the terms of this Agreement. The CEDING COMPANY shall have the right to
approve or disapprove of the changes proposed by the REINSURER. If both
parties are not able to reach a mutually satisfactory agreement on revised
terms, then notwithstanding Article IX, the CEDING COMPANY shall have the
right of immediate termination of this Agreement for inforce business
affected by said change only. The CEDING COMPANY shall provide the
REINSURER with written notification of its intent to terminate. The date of
termination shall be the date that the revised terms would have become
effective.

C. The above paragraphs notwithstanding, neither party, acting unreasonably,
will withhold agreement to revised terms for the sole purpose of
terminating this Agreement.

D. The CEDING COMPANY agrees to provide the REINSURER with all general
policyholder communications produced by the CEDING COMPANY as though the
REINSURER were a policyholder in the CEDING COMPANY's state of domicile.

[redacted] Effective January 1, 2002 Page 20

ARTICLE XVI.

CONFIDENTIALITY

A. This Agreement incorporates the confidentiality agreement previously agreed
to between the parties on October 27, 1998 (the "Confidentiality
Agreement"), a copy of which is attached hereto as Exhibit V. All matters
with respect to this Agreement require the utmost good faith of both
parties. Both the CEDING COMPANY and the REINSURER shall, in accordance
with the terms of the Confidentiality Agreement, hold confidential and not
disclose or make competitive use of any shared Confidential Information of
the other party (as such term is defined in the Confidentiality Agreement),
unless otherwise agreed to in writing, or unless the information otherwise
becomes publicly available by means other than by either party or their
agents, or unless the disclosure is required for retrocession purposes, has
been mandated by law, or is duly required by external auditors.

B. The REINSURER will treat all personal policyholder information received
from the CEDING COMPANY as confidential information and will use good faith
efforts to keep such information private and secure, in accordance with the
CEDING COMPANY's commitment to its policyholders and in accordance with
federal and state privacy laws. The CEDING COMPANY recognizes that the
REINSURER may need to share certain information with auditors, regulators
and retrocessionaires in the normal course of conducting business.

C. Should either party disclose any confidential information to another party,
it shall require such other party to execute a confidentiality agreement
satisfactory to the party whose confidential information is being
disclosed. A satisfactory confidentiality agreement shall be in substantial
conformity with the document shown in Exhibit V.

[redacted] Effective January 1, 2002 Page 21

ARTICLE XVII.

OTHER PROVISIONS

A. Notifications. Any notice or communication given pursuant to this
Reinsurance Agreement must be in writing and either 1) delivered by
overnight express, with a delivery receipt required, or 2) sent by
Registered or Certified Mail, Postage Prepaid, Return Receipt Requested, as
follows:

If to CEDING COMPANY: AIG SunAmerica Life Assurance Company
1999 Avenue of the Stars
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[redacted]

If to REINSURER: [redacted]

Unless otherwise stated, all notices and other communications required or
permitted under this Reinsurance Agreement that are addressed as provided
in this Section will be deemed given as of the date of receipt, as
indicated by the delivery receipt. Any party from time-to-time may change
its address, but no such notice of change will be deemed to have been given
until it is actually received by the party sought to be charged with the
contents thereof.

B. Assignment. This Agreement shall be binding to the parties and their
respective successors and permitted assignees. This Agreement may not be
assigned by either party without the written consent of the other. Such
consent shall not be unreasonably withheld. However, this Agreement may be
held or assigned to an affiliate of the CEDING COMPANY, a company otherwise
related to the CEDING COMPANY, or a successor in interest of the CEDING
COMPANY without further consent required.

C. Severability. If any provision of this Agreement is determined to be
invalid or unenforceable, such determination will not affect or impair the
validity or the enforceability of the remaining provisions of this
Agreement.

D. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of [redacted].

E. Currency. All financial transactions under this Agreement shall be made in
U. S. dollars.

[redacted] Effective January 1, 2002 Page 22

ARTICLE XVIII.

ENTIRE AGREEMENT

This Agreement shall constitute the entire Agreement between the parties with
respect to business reinsured hereunder. There is no understanding between the
parties other than as expressed in this Agreement and any change or modification
to this Agreement shall be null and void unless made by Amendment or Addendum to
the Agreement and signed by both parties.

[redacted] Effective January 1, 2002 Page 23

ARTICLE XIX.

DAC TAX

TREASURY REGULATION SECTION 1.848-2(G)(8) ELECTION

The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992,
under Section 848 of the Internal Revenue Code 1986, as amended. This election
shall be effective for the year this Agreement becomes effective and all
subsequent taxable years for which this Agreement remains in effect.

A. The term "party" will refer to either the CEDING COMPANY or the REINSURER
as appropriate.

B. The terms used in this Article are defined by reference to Treasury
Regulations Section 1.848-2 in effect as of December 29, 1992.

C. The party with the net positive consideration for this Agreement for each
taxable year will capitalize specified policy acquisition expenses with
respect to this Agreement without regard to the general deduction
limitation of IRC Section 848(c)(1).

D. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency. The
parties also agree to exchange information, which may be otherwise required
by the IRS.

E. The CEDING COMPANY will submit to the REINSURER by April 1st of each year,
a schedule of its calculation of the net consideration for the preceding
calendar year. This schedule will be accompanied by a statement signed by
an officer of the CEDING COMPANY stating that the CEDING COMPANY will
report such net consideration in its tax return for the preceding calendar
year.

F. The REINSURER may contest such calculation by providing an alternate
calculation to the CEDING COMPANY [redacted]. If the REINSURER does not
notify the CEDING COMPANY, the REINSURER will report the net consideration
as determined by the CEDING COMPANY in the REINSURER's tax return for the
previous calendar year.

G. If the REINSURER contests the CEDING COMPANY's calculation of the net
consideration, the parties will act in good faith to reach an agreement as
to the correct amount [redacted]. If the REINSURER and CEDING COMPANY reach
agreement on an amount of net consideration, each party shall report such
amount in their respective tax returns for the previous calendar year.

[redacted] Effective January 1, 2002 Page 24

ARTICLE XX.

DURATION OF AGREEMENT

A. This Agreement shall be open for new business through December 31, 2003,
subject to a [redacted] reinsured hereunder as of the EFFECTIVE DATE plus
new considerations to the CEDING COMPANY on the policies reinsured
hereunder, [redacted] Anytime on or after December 31, 2003, or anytime on
or after attainment of the limit on total new considerations described in
this Paragraph, and upon ninety (90) days written notice, either the CEDING
COMPANY or the REINSURER may cancel this Agreement for new business
unilaterally or amend the terms of reinsurance for new business by mutual
agreement. Additional purchase payments made after the close of this
Agreement are covered hereunder for policies issued during the period this
Agreement was open for new business.

B. The reinsurance ceded hereunder shall remain in force for [redacted]. The
CEDING COMPANY and the REINSURER may continue the duration of coverage
hereunder [redacted], subject to mutually acceptable terms. If no agreement
is reached to extend the duration of this Agreement, the CEDING COMPANY
shall commence a recapture of the reinsurance in force whereby each policy
[redacted]. The REINSURER's liability under this Agreement shall end upon
full recapture of the inforce.

[redacted] Effective January 1, 2002 Page 25

ARTICLE XXI.

SPECIAL TERMINATION OR SETTLEMENT

It is hereby mutually agreed that in addition to the termination provisions
hereof, the following shall apply:

Section I -Termination:

A. Either party may terminate this Agreement upon forty-five (45) days notice
in the event that:

1. The other party should at any time (whether voluntarily or otherwise)
become insolvent, or suffer a substantial impairment of capital, or
become the subject of any liquidation, rehabilitation, receivership,
supervision, conservation, or bankruptcy action or proceeding (whether
judicial or otherwise) or of a proposed Scheme of Arrangement, or be
acquired or controlled (whether directly or indirectly) by any other
company or organization, or

2. There is a severance of free and unfettered communication and/or
normal commercial and/or financial intercourse between the United
States of America and the country in which the REINSURER is
incorporated or has its principal office as a result of war, currency
regulations, or any circumstances arising out of political, financial
or economic emergency.

3. Any law or regulation of any Federal or State of any jurisdiction in
which the CEDING COMPANY is doing business should render illegal the
arrangements made herein.

B. In the event that the REINSURER's Standard & Poor's and/or AM Best rating
drops below a Standard & Poor's [redacted], the CEDING COMPANY may request,
and the REINSURER shall provide, as described in Article VIII, [redacted]
Termination under A or B shall be effected by written notice of
cancellation. The CEDING COMPANY will specify whether the termination
results in a recapture of all ceded business (i.e. clean-cut) or
termination of new business only (i.e. run-off). If the CEDING COMPANY
elects termination for new business only (run-off), it may request,
[redacted]

Section II - Settlement

The mode of payment will be [redacted]

Section III - Payment

Settlement upon termination (clean-cut) of this Agreement shall be determined in
accordance with the Loss Carryforward (LCF) formula found in Article IX,
Recapture Privileges.

ARTICLE XXI, SPECIAL TERMINATION OR SETTLEMENT

(Continued)

[redacted]

This article shall survive the termination of this Agreement.

[redacted] Effective January 1, 2002 Page 26

ARTICLE XXII.

EXECUTION OF AGREEMENT

This Agreement may be executed by the parties in separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof signed by less than both,
but together signed by both of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives as of the EFFECTIVE DATE.

ANCHOR NATIONAL LIFE INSURANCE COMPANY
now known as AIG SUNAMERICA LIFE ASSURANCE COMPANY as of March 1, 2003

By: Date:
--------------------------------- ----------------------------------
Name/Title

Attest:
-----------------------------
Name/Title

[redacted] XYZ [redacted] REINSURANCE COMPANY

By: Date:
--------------------------------- ----------------------------------
[redacted]

By:
---------------------------------
[redacted]

Attest:
-----------------------------
[redacted]

[redacted] Effective January 1, 2002 Page 27

VARIABLE ANNUITY REINSURANCE AGREEMENT

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