American General Life Insurance Company c/o SunAmerica Financial Group, Inc.

Exhibit 10.77

February 19, 2013

American General Life Insurance Company

c/o SunAmerica Financial Group, Inc.

0000-X Xxxxx Xxxxxxx

Xxxxxxx, Xxxxx 00000

Attention:  Chief Financial Officer

American General Life Insurance Company

c/o SunAmerica Financial Group, Inc.

0000 Xxxxxx xx xxx Xxxxx

Xxx Xxxxxxx, XX 00000

Attention:  General Counsel

Ladies and Gentlemen:

Reference is made to that certain Unconditional Capital Maintenance Agreement dated as of March 30, 2011 (as supplemented, the “Capital Maintenance Agreement”) by and between American International Group, Inc. and American General Life Insurance Company (the “Company”).  Capitalized terms, unless otherwise defined herein, shall have the meanings set forth in the Capital Maintenance Agreement.

Pursuant to paragraph 3 of the Capital Maintenance Agreement, the undersigned parties hereby agree that effective as of February 19, 2013, the Specified Minimum Percentage shall equal 385%.  Accordingly, Schedule 1 to the Capital Maintenance Agreement shall be restated as follows:

“The Specified Minimum Percentage shall equal 385% of the Company’s Company Action Level RBC.”

		Yours sincerely,
		AMERICAN INTERNATIONAL GROUP, INC.
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title: Senior Vice President and Chief Corporate Actuary
Acknowledged and agreed:
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:	/s/ Xxxx Xxxx X. Xxxxxx
	Name: Xxxx Xxxx X. Xxxxxx
	Title: Executive Vice President and Chief Financial Officer