<PAGE>
                                                                   EXHIBIT 10(b)

                                      NASD
                          SUBORDINATED LOAN AGREEMENT
                       AMENDMENT EXTENDING MATURITY DATE

                                      SL-A

                               AGREEMENT BETWEEN:


      LENDER: AIG RETIREMENT SERVICES INC. (FORMERLY AIG SUNAMERICA INC.)


           1 SunAmerica Center, 1999 Avenue of the Stars, 38th Floor
           ---------------------------------------------------------
                                (Street Address)


                Los Angeles          California       90067-6002
                -----------          ----------       ----------
                  (City)              (State)           (Zip)


                                      AND

              BROKER-DEALER: AIG SUNAMERICA CAPITAL SERVICES, INC.


             Harborside Financial Center, 3200 Plaza 5, 33rd Floor
             -----------------------------------------------------
                                (Street Address)


               Jersey City          New Jersey           07311-4992
               -----------          ----------           ----------
                 (City)               (State)               (Zip)




NASD ID Number: 13158
DATE FILED: March 22, 2004


                                      -1-
<PAGE>
                          SUBORDINATED LOAN AGREEMENT
                       AMENDMENT EXTENDING MATURITY DATE


     This AMENDMENT NO. 4 of that certain NASD Subordinated Loan Agreement for
Equity Capital SL-5 by and between AIG Retirement Services Inc. (formerly AIG
SunAmerica Inc.) (the "Lender") and AIG SunAmerica Capital Services, Inc. (the
"Broker-Dealer") effective as of March 31, 1999 ("Subordinated Loan Agreement")
and amendments thereto dated as of March 20, 2001, February 8, 2002 and February
27, 2003 (the "Amendments") is dated as of March 12, 2004 ("Amendment No. 4").

     In consideration of the sum of $3,000,000.00 (the unpaid principal amount)
and subject to the terms and conditions set forth in the Subordinated Loan
Agreement approved by the National Association of Securities Dealers, Inc.
("NASD"), as amended by the Amendments, scheduled to mature on April 30, 2005,
bearing LOAN NUMBER 9B-E-SLA-11173 (formerly 10-E-SLA-10957), the Broker-Dealer
and the Lender agree to extend the maturity date until APRIL 30, 2008. This
Amendment No. 4 shall not become effective unless and until the NASD has found
this Amendment No. 4 acceptable.

     The interest rate set forth in the Subordinated Loan Agreement is changed
to 4% per annum effective as of May 1, 2005.







                         (The signature page follows.)



                                      -2-

<PAGE>
     IN WITNESS WHEREOF the parties have set their hands this 12th day of March
2004.



BROKER-DEALER:                AIG SUNAMERICA CAPITAL SERVICES, INC.


                              By: /s/ Debbie Potash-Turner
                                 --------------------------------------------
                                 Name: Debbie Potash-Turner
                                 Title: Chief Financial Officer



LENDER                        AIG RETIREMENT SERVICES INC.


                              By: /s/ James R. Belardi
                                 --------------------------------------------
                                 Name: James R. Belardi
                                 Title: Executive Vice President



                              FOR NASD USE ONLY



                              ACCEPTED BY:   --------------------------------
                                                       (Name)


                                             --------------------------------
                                                       (Title)



                              EFFECTIVE DATE:
                                             --------------------------------

                              LOAN NUMBER:
                                             --------------------------------





                                      -3-