January 11, 1999









 








Exhibit 10(10)


 


 EXECUTION COPY


 


CMA TERMINATION AGREEMENT


 


This Termination Agreement (this “Agreement”), is
made, entered into and effective as of October 31, 2014, by and between
American International Group, Inc., a corporation organized under the laws of
the State of Delaware (“AIG”), and The Variable Annuity
Life Insurance Company, a corporation organized under the laws of the State of Texas
(the “Company”).  The Company and AIG are collectively referred to herein as
the “Parties” and each, as a “Party”.


 


WITNESSETH:


 


WHEREAS, the Company is an indirect, wholly owned
subsidiary of AIG, and is a party to that certain Amended and Restated
Unconditional Capital Maintenance Agreement, entered into and effective as of
February 18, 2014, with AIG (the “CMA”), pursuant to which AIG agreed to, among
other things, maintain the total adjusted capital of the Company at or above a
specified minimum percentage as stated therein; and


 


WHEREAS, the Parties acknowledge that AIG and its
consolidated subsidiaries generally manage capital between AIG and its
insurance subsidiaries (including the Company) through internal policies and guidelines approved by AIG’s Board of Directors,
and, as such, are mutually agreeing to terminate the CMA in accordance with the
terms herein.


 


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


 


1.                 
CMA Termination.  The CMA is hereby terminated in its entirety effective
immediately.  Further, the Parties mutually agree that termination of the CMA
as provided for herein shall be, and is hereby, deemed as a termination made under
paragraph 7 of the CMA.  


 


2.                 
Entire Agreement; Successors.  This Agreement constitutes the entire agreement
between the Parties 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.  The agreements herein set
forth shall be mutually binding upon and inure to the mutual benefit of the
Parties and their respective successors.


 


3.                 
Governing Law; Severability.  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.  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 either
Party of the fundamental benefits of or rights under this Agreement.


 


4.                 
Headings; Counterparts.  The section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this 







 


















EXECUTION

COPY








Agreement.  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.


 


 


IN WITNESS WHEREOF, the Parties 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/ Charles S. Shamieh
___________________ 


Name: Charles S. Shamieh


Title:  Senior Vice President
and Chief Corporate Actuary


 


 


 


THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY


 


 


By: _/s/ Mary Jane Fortin _____________________ 


Name:  Mary Jane Fortin


Title:   Executive Vice
President & Chief Financial Officer