SEPARATEACCOUNTIIOFAGL_05_02_2011-EX-99.(J)(4)-UNCONDITIONAL CAPITAL MAINTENANCE AGREEMENT__No-Solicit Of Customers_0
EXHIBIT (J)(4)

                  UNCONDITIONAL CAPITAL MAINTENANCE AGREEMENT                                     BETWEEN                       AMERICAN INTERNATIONAL GROUP, INC.                                       AND               AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE

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 Life Insurance Company of Delaware, a corporation organized under the laws of the Delaware (the "Company").

                                  WITNESSETH:

   WHEREAS, the Company is a life insurer subject to certain capital requirements of the insurance laws and regulations of Delaware (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 Company's financial condition:

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

    1. In the event that the Company's Total Adjusted Capital for each of the        Company's first and third fiscal quarters (as determined based on the        Company's first and third fiscal quarterly filed statutory financial        statements, respectively, subject to any adjustments or modifications        thereto required by the Domiciliary State's insurance department or the        Company's independent auditors) falls below the Specified Minimum        Percentage of the Company's 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 Company's        Total Adjusted Capital, as a contribution and not as a loan, in an        amount such that the Company's Total Adjusted Capital as of the end of        each of the

       Company's 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 Company's 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 Company's 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 Company's Total Adjusted Capital (a) for each of        the Company's first, second and third fiscal quarters (as determined        based on the Company's first, second and third fiscal quarterly filed        statutory financial statements, respectively, subject to any adjustments        or modifications thereto required by the Domiciliary State's insurance        department or the Company's independent auditors) is in excess of the        Specified Minimum Percentage of the Company's 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 Company's fiscal        year-end filed statutory financial statements, together with any        adjustments or modifications thereto required by the Domiciliary State's        insurance department or the Company's independent auditors) is in excess        of the Specified Minimum Percentage of the Company's 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 Company's 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 Company's projected or actual Total Adjusted        Capital as of each of the end of the Company's 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 Company's Company Action        Level RBC or (ii) the maximum amount permitted by the Domiciliary        State's 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 State's 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

       extraordinary dividend provisions of Section 18 (S) 5005 (B) 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        Company's projected or actual Total Adjusted Capital to a level equal to        or not materially greater than the Specified Minimum Percentage of the        Company's 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 Company's 2010 Annual Statement with the        Domiciliary State's insurance department and following review against        the capital adequacy standards and criteria ("Agency Criteria") of each        of Standard & Poor's Corp. ("S&P"), Moody's Investors Service        ("Moody's") 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, Moody's 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 Company's first fiscal

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       quarterly statutory financial statements and ending on the last business        day prior to the end of the Company's second fiscal quarter; and        (b) during the time beginning on the first business day after the filing        of the Company's third fiscal quarterly statutory financial statements        and ending on the last business day prior to the end of the Company's        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 Company's 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 Company's 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 Company's 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

       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) days' 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,        Moody's, 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) AIG's then-current rating from such agency or (y) the        Company's 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 Company's capitalization is consistent with        the minimum capital adequacy standards and criteria of at least one of        S&P, Moody's, 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 Company's 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 Company's 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 Company's 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 policyholder's 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 AIG's 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 Life Insurance Company of Delaware           c/o SunAmerica Financial Group, Inc.           2727-A Allen Parkway

          Houston, Texas 77019           Attention: Chief Financial Officer





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

          American General Life Insurance Company of Delaware           c/o SunAmerica Financial Group, Inc.           1999 Avenue of the Stars           Los Angeles, CA 90067           Attention: General Counsel

    12.On April 24, 2011, this Agreement shall supersede and replace that        certain letter agreement, dated December 13, 1991, by and between AIG        and the Company regarding capital maintenance without the need for any        action.

    13.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.

    14.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.

    15.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.

    16.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.

    17.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 LIFE INSURANCE COMPANY OF DELAWARE

By:  /S/ DON W. CUMMINGS      --------------------------      Name: Don W. Cummings      Title: Senior Vice      President and Chief      Financial Officer

                                  SCHEDULE 1

The Specified Minimum Percentage shall initially equal 350% of the Company's Company Action Level RBC.
Highlight the parts (if any) of this contract related to "No-Solicit Of Customers" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?