ARTICLES OF AMENDMENT
                                     TO THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                      AIG SUNAMERICA LIFE ASSURANCE COMPANY

      Pursuant to the authority of A.R.S. Section 10-1006, the Amended and
Restated Articles of Incorporation for AIG SunAmerica Life Assurance Company are
amended as follows:

1.    The preamble of the Amended and Restated Articles of Incorporation is
amended in its entirety to read as follows:

            In line 1 of the preamble, reference to incorporators is changed to
      directors.

                  We, the undersigned directors, for the purposes of amending
            and restating the Articles of Incorporation of SunAmerica National
            Life Insurance Company, an Arizona corporation, do hereby adopt the
            following Amended and Restated Articles of Incorporation for said
            corporation.

2.    ARTICLE IV is amended in its entirety as follows:

            In lines 8-9 of the Article, reference to SunAmerica National Life
      Insurance Company is changed to AIG SunAmerica Life Assurance Company.

                                   ARTICLE IV

                  Upon the approval of the Amended and Restated Articles of
            Incorporation by the necessary regulatory authorities, AIG
            SunAmerica Life Assurance Company shall be and continue to be
            possessed of all privileges, franchises and powers to the same
            extent as if it had been originally incorporated under the laws of
            the State of Arizona; and all privileges, franchises and powers
            belonging to said corporation, and all property, real, personal and
            mixed, and all debts due on whatever account, all Certificates of
            Authority, agent appointments, and all choses in action, shall be
            and the same are hereby ratified(1) approved, confirmed and assured
            to AIG SunAmerica Life Assurance Company with like effect and to all
            intents and purposes as if it had been originally incorporated under
            the laws of the State of Arizona.

3.    Each and every other Article of the Amended and Restated Articles of
Incorporation shall be unchanged and remain in full force and effect.

4.    The Board of Directors approved the amendments on September 20, 2002.

5.    Shareholder approval was not required.



Dated: September 30, 2002.


                                   AIG SUNAMERICA LIFE ASSURANCE COMPANY



                                   By:   /s/ CHRISTINE A. NIXON
                                   -------------------------------------
                                         Name:  Christine A. Nixon
                                         Title:  Secretary



Attested to this 30th day of September, 2002:




By:   /s/ VIRGINIA N. PUZON
--------------------------------
      Name: Virginia N. Puzon