Capital Maintenance Agreement I – AIG

UNCONDITIONAL CAPITAL MAINTENANCE AGREEMENT

BETWEEN

AMERICAN INTERNATIONAL GROUP, INC.

AND

AMERICAN GENERAL ASSURANCE COMPANY

This Unconditional Capital Maintenance Agreement (this “Agreement”), is made,
entered into and effective as of March 30, 2011, by and between American
International Group, Inc., a corporation organized under the laws of the State
of Delaware (“AIG”), and American General Assurance Company, a corporation
organized under the laws of the Illinois (the “Company”).

WITNESSETH:

WHEREAS, the Company is a life insurer subject to certain capital
requirements of the insurance laws and regulations of Illinois (the “Domiciliary
State”);

WHEREAS, the Company is an indirect wholly owned subsidiary of AIG; and

WHEREAS, AIG has an interest in unconditionally maintaining and enhancing the
Company153s financial condition:

NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:

1. In the event that the Company153s Total Adjusted Capital for
each of the Company153s first and third fiscal quarters (as determined based on
the Company153s first and third fiscal quarterly filed statutory financial
statements, respectively, subject to any adjustments or modifications thereto
required by the Domiciliary State153s insurance department or the Company153s
independent auditors) falls below the Specified Minimum Percentage of the
Company153s projected Company Action Level RBC (in each case as estimated by the
Company as of the end of each such first and third fiscal quarters, as the case
may be), AIG shall, within the respective time periods set forth under paragraph
4, in accordance with paragraph 5 and in compliance with applicable law, provide
to the Company cash, cash equivalents, securities or other instruments that
qualify (as admitted assets) for purposes of calculating the Company153s Total
Adjusted Capital, as a contribution and not as a loan, in an amount such that
the Company153s Total Adjusted Capital as of the end of each of the

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Company153s second and fourth fiscal quarter, as the case may be, will be
projected to be at least equal to the Specified Minimum Percentage of the
Company153s Company Action Level RBC. Notwithstanding the foregoing, AIG may, at
any time as it deems necessary in its sole discretion and in compliance with
applicable law, make a contribution to the Company in such amount as is required
for the Company153s Total Adjusted Capital to equal a percentage of its Company
Action Level RBC determined to be appropriate by the Company and AIG.

2. In the event that the Company153s Total Adjusted Capital (a) for
each of the Company153s first, second and third fiscal quarters (as determined
based on the Company153s first, second and third fiscal quarterly filed statutory
financial statements, respectively, subject to any adjustments or modifications
thereto required by the Domiciliary State153s insurance department or the
Company153s independent auditors) is in excess of the Specified Minimum Percentage
of the Company153s projected Company Action Level RBC (in each case as estimated
by the Company as of the end of each such first, second and third fiscal
quarters, as the case may be) or (b) as of each fiscal year end (as shown in the
Company153s fiscal year-end filed statutory financial statements, together with
any adjustments or modifications thereto required by the Domiciliary State153s
insurance department or the Company153s independent auditors) is in excess of the
Specified Minimum Percentage of the Company153s Company Action Level RBC (as shown
in such fiscal year-end statutory financial statements), the Company shall,
within the respective time periods set forth under paragraph 4, in accordance
with paragraph 5 and subject to approval by the Company153s board of directors as
required by the laws of the Domiciliary State, declare and pay dividends ratably
to its equity holders in an aggregate amount equal to the lesser of
(i) the amount necessary to reduce the Company153s projected or actual Total
Adjusted Capital as of each of the end of the Company153s fiscal quarter or fiscal
year, as the case may be, to a level equal to or not materially greater than the
Specified Minimum Percentage of the Company153s Company Action Level RBC or
(ii) the maximum amount permitted by the Domiciliary State153s law to be paid as
an ordinary dividend less an amount that the Company and AIG agree is
appropriate to protect the Company from exceeding such maximum amount allowed by
such Domiciliary State153s law as a result of potential audit adjustments or
adjustments to the projections on which such dividend amount is based. For the
avoidance of doubt, this paragraph shall only require the Company to pay
ordinary dividends; under no circumstances shall the Company be required to pay
any dividend which would trigger the

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extraordinary dividend provisions of Section 215 ILCS 5/131.20a of the
Insurance Law of the Domiciliary State or that is otherwise prohibited by the
Domiciliary State. Notwithstanding the foregoing, this Agreement does not
prohibit the payment of extraordinary dividends to reduce the Company153s
projected or actual Total Adjusted Capital to a level equal to or not materially
greater than the Specified Minimum Percentage of the Company153s Company Action
Level RBC.

3. For the avoidance of doubt, the terms “Total Adjusted
Capital”, “Company Action Level RBC”, and “Surplus to Policyholders” shall have
the meanings ascribed thereto under the insurance laws and regulations of the
Domiciliary State, or, with respect to “Total Adjusted Capital” and “Company
Action Level RBC”, if not defined therein, shall have the meanings ascribed
thereto in the risk-based capital (“RBC”) instructions promulgated by the
National Association of Insurance Commissioners (“NAIC”). The term “Specified
Minimum Percentage” shall be equal to the percentage set forth on Schedule 1
attached hereto, which shall be agreed to by AIG and the Company at least once
every year beginning upon the date of the filing of the Company153s 2010 Annual
Statement with the Domiciliary State153s insurance department and following review
against the capital adequacy standards and criteria (“Agency Criteria”) of each
of Standard & Poor153s Corp. (“S&P”), Moody153s Investors Service
(“Moody153s”) and A.M. Best Company (“A.M. Best”). Notwithstanding the obligation
of the Company and AIG to review the Specified Minimum Percentage on an annual
basis, the parties hereto agree to review and revise the Specified Minimum
Percentage on a more frequent basis, if the parties agree it is appropriate, to
take into account (a) any material changes after the date hereof to any Agency
Criteria adopted by any of S&P, Moody153s or A.M. Best, on the one hand, or to
the law of the Domiciliary State or NAIC RBC rules or instructions, on the other
hand, which causes the results under the Agency Criteria to diverge from that
under the law of the Domiciliary State or NAIC RBC rules or instructions,
(b) the Company completes a material transaction that is treated materially
differently by the Agency Criteria, on the one hand, and the NAIC RBC rules or
instructions, on the other hand, or (c) any other material development or
circumstance affecting the Company which AIG and the Company agree merits a
reevaluation of the Specified Minimum Percentage then in effect.

4. The Company and AIG agree that any contribution to be made
under paragraph 1 will take place within the following two time periods per
year, as applicable: (a) during the time beginning on the first business day
after the filing of the Company153s first fiscal

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quarterly statutory financial statements and ending on the last business day
prior to the end of the Company153s second fiscal quarter; and (b) during the time
beginning on the first business day after the filing of the Company153s third
fiscal quarterly statutory financial statements and ending on the last business
day prior to the end of the Company153s fourth fiscal quarter. Notwithstanding the
foregoing, in compliance with applicable law, any capital contribution provided
for under paragraph 1 may be made by AIG after the close of any fiscal quarter
or fiscal year of the Company but prior to the filing by the Company of its
statutory financial statements for such fiscal quarter or fiscal year,
respectively, and contributions of this nature shall be recognized as capital
contributions receivable as of the balance sheet date of the yet to be filed
quarterly or annual financial statement (as the case may be), pursuant to
paragraph 8 of Statement of Statutory Accounting Principles No. 72, to the
extent approved by the Domiciliary State. The Company and AIG further agree
that any dividends to be made under paragraph 2 will take place as soon as
practicable after the filing by the Company of the relevant fiscal quarter-end
or fiscal year-end statutory financial statements or such earlier time as may be
agreed by the Company and AIG.

5. At the time that any contribution is due under paragraph 4,
AIG agrees that it will either (a) make such contribution to the Company153s
direct parent and cause such direct parent to then contribute such funds,
securities or instruments so contributed by AIG to the Company, or (b) make such
contribution directly to the Company without receiving any capital stock or
other ownership interest in exchange therefor, subject in either case to any
required regulatory approvals. At any time any dividends are due under
paragraph 4, the Company agrees that it will make such dividend to the Company153s
direct parent and will use its best efforts to cause such direct parent to then
dividend or otherwise provide such funds to AIG. All contributions and
dividends contemplated under this Agreement shall be approved, declared and
made, as applicable, in compliance with applicable law, including, without
limitation, approval by the board of directors of each applicable entity
(including the Company) and any prior notice requirements specified under
applicable rules and regulations of the Domiciliary State.

6. Subject to the requirements of applicable law and the
approval, to the extent required, by any or all of the Company153s senior
management, relevant management committees, board of directors, and of any
insurance regulator, the Company hereby acknowledges that, in a manner
consistent with past practice and

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any other reasonable requirements of AIG, it will comply with all financial
and budgetary planning, risk mitigation, derisking or pricing, corporate
governance, investment, informational and procedural requirements set forth by
AIG.

7. AIG hereby waives any failure or delay on the part of the
Company in asserting or enforcing any of its rights or in making any claims or
demands hereunder.

8. Unless earlier terminated in accordance with this paragraph 8,
this Agreement shall continue indefinitely. AIG shall have the absolute right
to terminate this Agreement upon thirty (30) days153 prior written notice to the
Company, which notice shall state the effective date of termination (the
“Termination Date”); provided, however, that AIG agrees not to
terminate this Agreement unless (a) AIG significantly modifies the corporate
structure or ownership of the Company, or (b) AIG sells the Company to an
acquirer (i) having a rating from at least one of S&P, Moody153s, A.M. Best or
a substitute agency, which is a nationally recognized statistical rating
organization, that is at least equal to the lower of (x) AIG153s then-current
rating from such agency or (y) the Company153s then-current rating as supported by
this Agreement from such agency; or (ii) such that, immediately on the effective
date of the sale by AIG of the Company, the Company153s capitalization is
consistent with the minimum capital adequacy standards and criteria of at least
one of S&P, Moody153s, A.M. Best or a substitute agency, which is a nationally
recognized statistical rating organization, for a rating that is equal to or
better than the Company153s then-current rating on the date immediately preceding
such sale. To the extent not terminated previously by AIG pursuant to the
foregoing, this Agreement will terminate automatically one year after the
closing of any sale of the Company by AIG, and all provisions hereof will be of
no further force and effect. For the avoidance of doubt, the termination of
this Agreement pursuant to this paragraph 8 shall not relieve either party of
any obligation it may owe to the other party hereunder that existed prior to,
and remains outstanding as of, the Termination Date.

9. Any policyholder holding a policy issued by the Company prior
to the termination of this Agreement shall have the right to demand that the
Company enforce the Company153s rights under paragraphs 1, 4 and 5 of this
Agreement, and, if the Company fails or refuses to take timely action to enforce
such rights or the Company defaults in any claim or other payment owed to any
such policyholder when due, such policyholder may proceed directly against AIG
to enforce the Company153s rights under paragraphs 1, 4 and 5 of this

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Agreement; provided, however, that no policyholder of the Company
may take any action authorized under this paragraph 9 unless and until (a) such
policyholder has given AIG written notice of its intent to enforce the terms of
this Agreement as provided in this paragraph 9, which notice shall specify in
reasonable detail the nature of and basis for the policyholder153s complaint and
(b) AIG has failed to comply with this Agreement within sixty (60) days after
such notice is given; and, provided, further, that upon termination of
this Agreement in accordance with paragraph 8 hereof, the rights of any
policyholder as provided for under this paragraph 9 shall terminate effective as
of the Termination Date, except with respect to the obligation of AIG (if any)
to make capital contributions to the Company pursuant to paragraphs 1, 4 and 5
of this Agreement solely to the extent such obligation arose prior to, and
remained unsatisfied as of, the Termination Date (it being understood that upon
AIG153s satisfaction of all such obligations after the Termination Date, no such
policyholder shall have any rights against the Company or AIG, as the case may
be, under this paragraph 9).

10. This Agreement is not, and nothing herein contained and nothing
done pursuant hereto by AIG shall constitute or be construed or deemed to
constitute, an evidence of indebtedness or an obligation or liability of AIG as
guarantor, endorser, surety or otherwise in respect of any obligation,
indebtedness or liability, of any kind whatsoever, of the Company. This
Agreement does not provide, and is not intended to be construed or deemed to
provide, any policyholder of the Company with recourse to or against any of the
assets of AIG.

11. Any notice, instruction, request, consent, demand or other
communication required or contemplated by this Agreement shall be in writing,
shall be given or made or communicated by United States first class mail,
addressed as follows:

If to AIG:

American International Group, Inc.

180 Maiden Lane

New York, New York 10038

Attention: Secretary

If to the Company:

American General Assurance Company

c/o SunAmerica Financial Group, Inc.

2727-A Allen Parkway

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Houston, Texas 77019

Attention: Chief Financial Officer

with a copy (which shall not constitute notice) to:

American General Assurance Company

c/o SunAmerica Financial Group, Inc.

1999 Avenue of the Stars

Los Angeles, CA 90067

Attention: General Counsel

12. The covenants, representations, warranties and agreements
herein set forth shall be mutually binding upon and inure to the mutual benefit
of AIG and its successors and the Company and its successors.

13. This Agreement shall be governed by and construed in accordance
with the laws of New York, without giving effect to the principles of conflict
of laws.

14. If any provision of this Agreement shall be declared null, void
or unenforceable in whole or in part by any court, arbitrator or governmental
agency, said provision shall survive to the extent it is not so declared and all
the other provisions of this Agreement shall remain in full force and effect
unless, in each case, such declaration shall serve to deprive any of the parties
hereto of the fundamental benefits of or rights under this Agreement.

15. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements, understandings, negotiations and
discussion, whether oral or written, of the parties. This Agreement may be
amended at any time by written agreement or instrument signed by the parties
hereto.

16. This Agreement may be signed by the parties in one or more
counterparts which together shall constitute one and the same agreement among
the parties.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

AMERICAN INTERNATIONAL GROUP, INC.

By:	/s/ Brian T. Schreiber
	Name: Brian T. Schreiber
	Title: Executive Vice President
By:	/s/ Robert A. Gender
	Name: Robert A. Gender
	Title: Senior Vice President and Treasurer
AMERICAN GENERAL ASSURANCE COMPANY
By:	/s/ Don W. Cummings
	Name: Don W. Cummings
	Title: Senior Vice President and Chief Financial Officer

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SCHEDULE 1

The Specified Minimum Percentage shall initially equal 350% of the Company153s
Company Action Level RBC.

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