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

Exhibit 10.4

March 30, 2012

American General Life Insurance Company of Delaware

c/o SunAmerica Financial Group, Inc.

0000-X Xxxxx Xxxxxxx

Xxxxxxx, Xxxxx 00000

Attention:  Chief Financial Officer

American General Life Insurance Company of Delaware

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 (the “Capital Maintenance Agreement”) by and between American International Group, Inc. and American General Life Insurance Company of Delaware (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:

AMERICAN GENERAL LIFE INSURANCE

COMPANY OF DELAWARE

By:	/s/ Xxx X. Xxxxxxxx
	Name: Xxx X. Xxxxxxxx
	Title: Senior Vice President