SunAmerica Annuity and Life Assurance Company c/o SunAmerica Life Insurance Companies 21650 Oxnard Street, MS 6-9 Woodland Hills, CA 91367 Attention: Scott Gillis SAFG Retirement Services, Inc.

Exhibit 10.8

March 30, 2012

SunAmerica Annuity and Life Assurance Company

c/o SunAmerica Life Insurance Companies

00000 Xxxxxx Xxxxxx, XX 0-0

Xxxxxxxx Xxxxx, XX 00000

Attention:  Xxxxx Xxxxxx

SAFG Retirement Services, Inc.

0 XxxXxxxxxx Xxxxxx, 00xx 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 (the “Capital Maintenance Agreement”) by and between American International Group, Inc. and SunAmerica Annuity and Life Assurance 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 March 30, 2012, the Specified Minimum Percentage shall equal 435%.  Accordingly, Schedule 1 to the Capital Maintenance Agreement shall be restated as follows:

“The Specified Minimum Percentage shall equal 435% of the Company’s Company Action Level RBC.”

	Yours sincerely,
	AMERICAN INTERNATIONAL GROUP, INC.
	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Executive Vice President and
		Chief Financial Officer

Acknowledged and agreed:

SUNAMERICA ANNUITY AND LIFE

ASSURANCE COMPANY

By:	/s/ Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Senior Vice President