FORM OF] AMENDMENT NO. 1 TO THE SHAREHOLDER SERVICES AGREEMENT

Exhibit 28(h)(5)

[FORM OF]

AMENDMENT NO. 1 TO THE

SHAREHOLDER SERVICES AGREEMENT

Anchor Series Trust and SunAmerica Annuity and Life Assurance Company hereby amend the Shareholder Services Agreement dated as of March 7, 2011 as follows:

Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached hereto.

IN WITNESS WHEREOF, the parties have hereunto affixed their respective authorized signatures, intending that this Amendment No. 1 to the Shareholder Services Agreement be effective as of the             day of             , 2012.

SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY

By:

Name:		Xxxx X. Xxxxx
Title:		President & CEO

SUNAMERICA SERIES TRUST

By:

Name: Xxxx X. Xxxxx

Title: President

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SCHEDULE A

Portfolios of Anchor Series Trust

Asset Allocation Portfolio

Capital Appreciation Portfolio

Government and Quality Bond Portfolio

Growth Portfolio

Multi-Asset Portfolio*

Natural Resources Portfolio

* Portfolio does not have Class 2 shares.

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