EX-10.1



 Exhibit 10.1 

AMENDMENT LETTER 
 TO

 LENDERS PARTIES TO THE CREDIT AGREEMENT REFERENCED BELOW 

July 8, 2016 

Reference is made to the Third Amended and Restated Credit Agreement (as amended, the “Credit Agreement”; terms defined
therein being used herein as so defined) dated as of November 5, 2015, among AMERICAN INTERNATIONAL GROUP, INC. (the “Company”), the subsidiary borrowers parties thereto, the lenders parties thereto (the
“Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, and each Several L/C Agent party thereto. 
 Each Lender is
hereby requested by the Company to confirm its agreement that clause (b) of the definition of “Change in Control” in the Credit Agreement is amended in its entirety to read “(b) a majority of the seats (other than vacant seats)
on the board of directors of the Company shall at any time be occupied by persons who were neither (i) nominated or approved for consideration by shareholders for election by the board of directors of the Company or (ii) appointed by
directors so nominated or approved”. The undersigned is in agreement with the foregoing. Please signify your agreement with the foregoing by signing and returning a copy of this Amendment Letter to Kelsey Baumberger (via pdf email at
kbaumberger@milbank.com) at your earliest convenience but not later than 3:00 p.m., New York City time, Friday, July 15th. 

Please direct any questions of a legal nature to Kelsey Baumberger at Milbank Tweed (kbaumberger@milbank.com,
212-530-5280). Questions of a business nature should be directed to Bradford Taylor (bradford.m.taylor@jpmorgan.com) or Samuel Kim (samuel.sj.kim@jpmorgan.com) of
JPMorgan. 







 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	 /s/ James S. Mintzer

	    Name: James S. Mintzer
	    Title: Vice President









 
			
	AMERICAN INTERNATIONAL GROUP, INC.
		
	By:	 	 /s/ David W. Junius

	    Name: David W. Junius
	    Title: Vice President and Treasurer










			
	SO AGREED:
	
	 Citibank, N.A.

	Name of Institution
		
	By:	 	 /s/ Robert Chesley

		 	Name: Robert Chesley
		 	Title: Vice President and Managing Director








 SO AGREED: 

			
	
	 JPMORGAN CHASE BANK, N.A.

Name of Institution

		
	 By:
	 	 /s/ James S. Mintzer

		 	Name: James S. Mintzer
		 	Title:   Vice President









			
	SO AGREED:
	
	 Bank of America, N.A.

	Name of Institution
		
	By:	 	 /s/ Chris Choi

		 	Name: Chris Choi
		 	Title: Director

  








			
	SO AGREED:
	
	 BARCLAYS BANK PLC

	Name of Institution
		
	By:	 	 /s/ Evan Moriarty

		 	Name: Evan Moriarty
		 	Title: Assistant Vice President

  








			
	SO AGREED:
	
	 BNP PARIBAS

	Name of Institution
		
	By:	 	 /s/ Marguerite L. Lebon

		 	Name: Marguerite L. Lebon
		 	Title: Vice President
		
	By:	 	 /s/ Laurent Vanderzyppe

		 	Name: Laurent Vanderzyppe
		 	Title: Managing Director









			
	SO AGREED:
	
	 Credit Suisse AG, New York Branch

	Name of Institution
		
	By:	 	 /s/ Bill O’Daly

		 	Name: Bill O’Daly
		 	Title: Authorized Signatory
		
	By:	 	 /s/ Jack David Madej

		 	Name: Jack David Madej
		 	Title: Authorized Signatory









			
	SO AGREED:
	
	 DEUTSCHE BANK AG NEW YORK BRANCH

	Name of Institution
		
	By:	 	 /s/ Virginia Cosenza

		 	Name: Virginia Cosenza
		 	Title: Vice President
		
	By:	 	 /s/ Ming K. Chu

		 	Name: Ming K. Chu
		 	Title: Director









			
	SO AGREED:
	
	 GOLDMAN SACHS BANK USA, as lender

	Name of Institution
		
	By:	 	 /s/ Jerry Li

		 	Name: Jerry Li
		 	Title: Authorized Signatory









			
	SO AGREED:
	
	 HSBC Bank USA, National Association

	Name of Institution
		
	By:	 	 /s/ Shakil Ahmed

		 	Name: Shakil Ahmed
		 	Title: Director









			
	SO AGREED:
	
	 MIZUHO BANK, LTD.

	Name of Institution
		
	By:	 	 /s/ David Lim

		 	Name: David Lim
		 	Title: Authorized Signatory









			
	SO AGREED:
	
	 Morgan Stanley Bank, N.A.

	Name of Institution
		
	By:	 	 /s/ Cindy Tse

		 	Name: Cindy Tse
		 	Title: Authorized Signatory









			
	SO AGREED:
	
	 RBC Capital Markets

	Name of Institution
		
	By:	 	 /s/ Brij Grewal

		 	Name: Brij Grewal
		 	Title: Authorized Signatory

  








			
	SO AGREED:
	
	 SANTANDER BANK, N.A.

	Name of Institution
		
	By:	 	 /s/ William Maag

		 	Name: William Maag
		 	Title: Managing Director









			
	SO AGREED:
	
	 Standard Chartered Bank

	Name of Institution
		
	By:	 	 /s/ Steven Aloupis

		 	Name: Steven Aloupis A2388
		 	Title: Managing Director – Loan Syndications









			
	SO AGREED:
	
	 Sumitomo Mitsui Banking Corporation

	Name of Institution
		
	By:	 	 /s/ Manabu Hirabayashi

		 	Name: Manabu Hirabayashi
		 	Title: Managing Director









			
	SO AGREED:
	
	 The Royal Bank of Scotland plc

	Name of Institution
		
	By:	 	 /s/ Joseph A Conte, CFA

		 	Name: Joseph A Conte, CFA
		 	Title: Vice President









			
	SO AGREED:
	
	 U.S. Bank, N.A.

	Name of Institution
		
	By:	 	 /s/ Ferris Joanis

		 	Name: Ferris Joanis
		 	Title: Vice President









			
	SO AGREED:
	
	Wells Fargo Bank N.A.
	            Name of Institution
		
	By:	 	/s/ Jason Hafener
		 	Name: Jason Hafener
		 	Title: Director








 SO AGREED: 

			
	
	 Australia and New Zealand Banking Group Limited

Name of Institution

		
	 By:
	 	 /s/ Robert Grillo

		 	Name: Robert Grillo
		 	Title:   Director








 SO AGREED: 

			
	
	 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH

Name of Institution

		
	By:	 	 /s/ Alexander von Ziegesar

		 	Name: Alexander von Ziegesar
		 	Title:   Relationship Manager

 SO AGREED: 

			
	
	
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH

Name of Institution

		
	By:	 	 /s/ Mauricio Benitez

		 	Name: Mauricio Benitez
		 	Title:   Director

  
  








			
	SO AGREED:
	
	 Credit Agricole Corporate and Investment Bank

	Name of Institution
		
	By:	 	 /s/ Gary Herzog

		 	Name: Gary Herzog
		 	Title: Managing Director
		
	By:	 	 /s/ Myra Martinez

		 	Name: Myra Martinez
		 	Title: Vice President









			
	SO AGREED:
	
	 Industrial and Commercial Bank of China Limited, New York Branch

	            Name of Institution
		
	By:	 	 /s/ Michael D’Anna

		 	Name: Michael D’Anna
		 	Title: Executive Director
		
	By:	 	 /s/ Linjia Zhou

		 	Name: Linjia Zhou
		 	Title: Executive Director









			
	SO AGREED:
	
	 ING Bank N.V.

	            Name of Institution
		
	By:	 	 /s/ Peter Vissers

		 	Name: Peter Vissers
		 	Title: Country Manager Brazil
		
	By:	 	 /s/ Ernst Gallandat Huet

		 	Name: Ernst Gallandat Huet
		 	Title: Vice President









			
	SO AGREED:
	
	 Lloyds Bank plc

	Name of Institution
		
	By:	 	 /s/ Erin Doherty

		 	Name: Erin Doherty
		 	Title: Assistant Vice President – Transaction Execution – Category A – D006
		
	By:	 	 /s/ Daven Popat

		 	Name: Daven Popat
		 	Title: Senior Vice President – Transaction Execution – Category A – P003









			
	SO AGREED:
	
	 National Australia Bank Ltd.

	Name of Institution
		
	By:	 	 /s/ Joran Laird

		 	Name: Joran Laird
		 	Title: Director - FIG









			
	SO AGREED:
	
	 PNC Bank, National Association

	Name of Institution
		
	By:	 	 /s/ Morey A. Wade

		 	Name: Morey A. Wade
		 	Title: Vice President









			
	SO AGREED:
	
	 Societe Generale

	Name of Institution
		
	By:	 	 /s/ William Aishton

		 	Name: William Aishton
		 	Title: Director

  








			
	SO AGREED:
	
	 STATE STREET BANK AND TRUST COMPANY

	Name of Institution
		
	By:	 	 /s/ Kimberly R. Costa

		 	Name: Kimberly R. Costa
		 	Title: Vice President









			
	SO AGREED:
	
	 The Bank of New York Mellon

	Name of Institution
		
	By:	 	 /s/ Michael Pensari

		 	Name: Michael Pensari
		 	Title: Managing Director









			
	SO AGREED:
	
	 The Bank of Nova Scotia

	Name of Institution
		
	By:	 	 /s/ Kevin Chan

		 	Name: Kevin Chan
		 	Title: Director









			
	SO AGREED:
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

	Name of Institution
		
	By:	 	 /s/ Glenn Schuermann

		 	Name: Glenn Schuermann
		 	Title: Director









			
	SO AGREED:
	
	 NOMURA CORPORATE FUNDING AMERICAS, LLC

	Name of Institution
		
	By:	 	 /s/ Sean P. Kelly

		 	Name: Sean P. Kelly
		 	Title: Managing Director









			
	SO AGREED:
	
	 UNICREDIT BANK A.G.

	Name of Institution
		
	By:	 	 /s/ Aleksander Borowicz

		 	Name: Aleksander Borowicz
		 	Title: Director
		
	By:	 	 /s/ Michael A. Imperiale

		 	Name: Michael A. Imperiale
		 	Title: Director

  








			
	SO AGREED:
	
	 Manufacturers and Traders Trust Company

	Name of Institution
		
	By:	 	 /s/ Ashley J. S. Thompson

		 	Name: Ashley J. S. Thompson
		 	Title: Vice President









			
	SO AGREED:
	
	 Natixis, New York Branch

	Name of Institution
		
	By:	 	 /s/ Ronald Lee

		 	Name: Ronald Lee
		 	Title: Director
		
	By:	 	 /s/ Rebecca Lo

		 	Name: Rebecca Lo
		 	Title: Analyst









			
	SO AGREED:
	
	 The Governor & Company of the Bank of Ireland

	Name of Institution
		
	By:	 	 /s/ Cora Phelan

		 	Name: Cora Phelan
		 	Title: Senior Manager
	
	 The Governor & Company of the Bank of Ireland

	Name of Institution
		
	By:	 	 /s/ Keith Hughes

		 	Name: Keith Hughes
		 	Title: Director