FUND PARTICIPATION AGREEMENT



     THIS AGREEMENT is entered into as of this ____ day of August, 2006 among

each of FIRST SUNAMERICA LIFE INSURANCE COMPANY a corporation organized under

the laws of the State of New York (the "Insurance Company"), on behalf of itself

and certain of its separate accounts; SUNAMERICA SERIES TRUST, a Massachusetts

business trust ("Trust"); AMERICAN FUNDS INSURANCE SERIES ("Series"), an

open-end management investment company organized under the laws of the

Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY

("CRMC"), a corporation organized under the laws of the State of Delaware.



                                   WITNESSETH:



     WHEREAS, Insurance Company has issued or proposes to issue, now and in the

future, certain multi-manager variable annuity contracts and/or variable life

policies (the "Contracts") as set forth in Schedule A, as may be supplemented

from time to time by the Insurance Company, with notice to CRMC or the Series;



     WHEREAS, Insurance Company has established pursuant to applicable insurance

law one or more separate accounts (each, an "Account") as set forth in Schedule

B, as may be supplemented from time to time by the Insurance Company, with

notice to CRMC or the Series, for purposes of issuing the Contracts, and has or

will register each Account (unless the Account is exempt from such registration)

with the United States Securities and Exchange Commission (the "Commission") as

a unit investment trust under the Securities Act of 1933, as amended (the "1933

Act"), and the Investment Company Act of 1940, as amended (the "1940 Act");



     WHEREAS, the Contracts, which are or will be registered by Insurance

Company (unless exempt from such registration) with the Commission for offer and

sale, will be in compliance with all applicable laws prior to being offered for

sale;



     WHEREAS, the Series has received a "Mixed and Shared Funding Order" from

the Commission granting relief from certain provisions of the 1940 Act and the

rules thereunder to the extent necessary to permit shares of the Series to be

sold to variable annuity and life insurance separate accounts of unaffiliated

insurance companies;



     WHEREAS, the Series may also offer its shares to open-end investment

management companies in addition to variable annuity and life insurance separate

accounts in accordance with applicable law and/or relief from the Commission;



     WHEREAS, the Series is divided into various funds (the "Master Funds"), and

each Master Fund is subject to certain fundamental investment policies which may

not be changed without a majority vote of the shareholders of such Master Fund;



     WHEREAS, the Trust is divided into various series (the "Portfolios"), and

each Portfolio has its own assets and liabilities and invests in securities in

accordance with its investment objectives and policies, as described in the

registration statement for the Portfolios;



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     WHEREAS, certain Portfolios propose to hold as their only investment shares

of a corresponding Master Fund as set forth in Schedule C, as such Schedule may

be amended from time to time by mutual agreement of the parties in writing, with

each such Portfolio having the same investment objective and compatible

fundamental investment restrictions and policies as the corresponding Master

Fund as described in the registration statement for the Master Fund;



     WHEREAS, certain Master Funds (through the Portfolios) listed in Schedule C

to this Agreement will serve as certain of the underlying investment mediums for

the Contracts issued with respect to the Accounts listed on Schedule B; and



     WHEREAS, CRMC is the investment adviser for the Series.



     NOW, THEREFORE, in consideration of the foregoing and of mutual covenants

and conditions set forth herein and for other good and valuable consideration,

Insurance Company, the Trust, the Series and CRMC hereby agree as follows:



     1. The Series and CRMC each represents and warrants to Insurance Company

and the Trust that: (a) a registration statement under the 1933 Act and under

the 1940 Act (collectively, the "SEC Filings") with respect to the Series has

been filed with the Commission in the form previously delivered to Insurance

Company and the Trust, and copies of any and all amendments thereto will be

forwarded to Insurance Company and the Trust at the time that they are filed

with the Commission; (b) the Series is, and shall be at all times while this

Agreement is in force, registered as an open-end management investment company

under the 1940 Act, and lawfully organized, validly existing, and properly

qualified as an open-end management investment company in accordance with the

laws of the Commonwealth of Massachusetts; (c) the Series' registration

statement and any further amendments thereto will, when they become effective,

and all definitive prospectuses and statements of additional information and any

further supplements thereto (the "Prospectus") shall, conform in all material

respects to the requirements of the 1933 Act and the 1940 Act and the rules and

regulations of the Commission thereunder, and will not contain any untrue

statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statement therein not misleading;

provided, however, that this representation and warranty shall not apply to any

statements or omissions made in reliance upon and in conformity with information

furnished in writing to the Series by Insurance Company and the Trust expressly

for use therein; (d) the shares of the Series will be issued, sold and

distributed in compliance in all material respects with all applicable federal

securities laws and (e) the Series and CRMC will comply in all material respects

with all applicable laws and regulations, including, without limitation, the

1933 Act and the 1940 Act and the rules and regulations thereunder.



     2. Insurance Company and the Trust each represents and warrants to the

Series and CRMC that: (a) the shares of the Portfolios are or will be registered

under the 1933 Act and that the shares will be issued, sold and distributed in

compliance in all material respects with all applicable federal securities laws;

(b) the Trust is, and shall be at all times while this Agreement is in force,

lawfully organized and validly existing under the laws of the Commonwealth of

Massachusetts; (c) the Trust is and shall remain at all times while this

Agreement is in force,





                                       2



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registered as an open-end management investment company under the 1940 Act; (d)

the SEC Filings (including the registration statement) of the Trust conform or,

when they become effective, will conform in all material respects to the

requirements of the 1933 Act and the 1940 Act, and the rules and regulations of

the Commission thereunder, and will not contain any untrue statement of a

material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading; provided, however, that

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