Exhibit
10.2 


 


Execution Version


 


AMENDMENT LETTER


TO


LENDERS PARTY
TO THE CREDIT AGREEMENT REFERENCED BELOW


 


May 12, 2022


 


Reference is made
to the Credit Agreement (as amended, the “Credit Agreement”) dated as of November 19, 2021 among AMERICAN INTERNATIONAL
GROUP, INC. (the “Company”), the subsidiary borrowers party thereto, the lenders party thereto (the “Lenders”),
BANK OF AMERICA, N.A., as Administrative Agent and the Several L/C Agent party thereto. Terms used but not defined herein shall have
the meanings provided in the Credit Agreement.


 


Each Lender is hereby
requested by the Company to confirm its agreement of the following:


 


1.            The
definition of Consolidated Total Debt in Section 1.01 (Defined Terms) is amended and restated in its entirety to read:


 






“Consolidated
Total Debt” means, at any date, without duplication, the sum of (a) the aggregate amount of all Indebtedness of the Company
and its Subsidiaries (excluding all Operating Indebtedness and Hybrid Securities of the Company and its Subsidiaries) plus (b) the
aggregate amount of Hybrid Securities in excess of 15% of Consolidated Total Capitalization, in each case, determined on a consolidated
basis in accordance with GAAP; provided that, the Company shall be entitled to net against such Indebtedness to the extent included
in clause (a) or such Hybrid Securities to the extent included in clause (b), as applicable, unrestricted cash of the Company that
was distributed or otherwise paid to the Company from the proceeds of any incurrence of such Indebtedness or such Hybrid Securities by
AIG L&R up to a maximum amount of $8.3 billion for a period of up to 12 months following the first incurrence of any such Indebtedness
or such Hybrid Securities.


 






2.            Section 6.02
(Fundamental Changes) is amended and restated in its entirety to read:


 








Fundamental
Changes. The Company will not, nor will it cause or permit any Subsidiary Borrower to, merge into or consolidate with any other Person,
or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction
or in a series of transactions) all or substantially all of its assets, or all or substantially all of the Equity Interests of any of
the Subsidiary Borrowers (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default has occurred and is continuing:


 






(i)            any
Person may merge with or into the Company; provided that the Company shall be the surviving entity;


 






     


     


    

 


(ii)            any
Subsidiary Borrower may merge with or into any other Person; provided that a Subsidiary Borrower or the Company shall be the surviving
entity; and


 






(iii)            any
Subsidiary Borrower may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary Borrower.


 






For purposes of this Section 6.02,
the Separation shall not be considered a disposition of substantially all assets of the Company or any Subsidiary Borrower. The Separation
shall be disregarded for the purpose of determining whether any other transaction or series of transactions is a disposition of substantially
all of the assets of the Company or any Subsidiary Borrower.


 






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 Elizabeth Hamilton (via pdf email at ehamilton@cgsh.com) at your earliest convenience but not later than 3:00
p.m., New York City time, on May 12, 2022.


 






Except as expressly
modified by this Amendment Letter, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement
and the other Loan Documents, and all rights and remedies of the Lenders and the Administrative Agent and all of the obligations of the
Loan Parties, shall remain in full force and effect. From and after the effectiveness of this Amendment Letter, the term “Agreement”
(or words of similar import) in the Credit Agreement, and all references to the Credit Agreement in any related document, shall mean
the Credit Agreement as modified by this Amendment Letter. This Amendment Letter shall constitute a “Loan Document” for purposes
of the Credit Agreement and the other Loan Documents. The Company hereby represents and warrants to the Lenders and the Administrative
Agent that (i) the representations and warranties of the Company and each Subsidiary Borrower (if any) set forth in the Credit Agreement
and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representations and warranties
qualified as to materiality, in all respects) on the date hereof as if made on and as of the date hereof (or, if any such representation
or warranty is expressly stated to have been made as of a specified date, as of such specified date) and as if each reference to “this
Agreement” included reference to this Agreement Letter (it being agreed that it shall be deemed to be an Event of Default under
the Credit Agreement if any of the foregoing representations and warranties shall prove to have been false in any material respect when
made) and (ii) at the time of and immediately after giving effect to this Amendment Letter, no Default has occurred and or is continuing.


 






     


     


    

 






This Amendment Letter
may be executed in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall
constitute one agreement. Delivery of an executed signature page of this Amendment Letter by electronic transmission shall be effective
as delivery of a manually executed counterpart hereof. This Amendment Letter may be in the form of an Electronic Record (as defined herein)
and may be executed using Electronic Signatures (as defined herein) (including, without limitation, facsimile and .pdf) and shall be
considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed
paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication
converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary,
the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed
to by it pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the
Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic
Signature purportedly given by or on behalf of the parties hereto without further verification and (b) upon the request of the Administrative
Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart. “Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may
be amended from time to time.


 


This Amendment Letter
shall be construed in accordance with and governed by the law of the State of New York.


 






Please
direct any questions of a legal nature to Elizabeth Hamilton at Cleary Gottlieb Steen & Hamilton (ehamilton@cgsh.com, 212-225-2145).
Questions of a business nature should be directed to Jon Mullen (jonathan.m.mullen@bofa.com) of Bank of America, N.A.


 






[Signature
pages follow]


 






     


     


    

 






	 	BANK OF AMERICA, N.A., as Administrative
    Agent
	 	 
	 	By:	/s/
    Christopher Choi
	 	Name: Christopher Choi
	 	Title: Managing Director




 






[Signature
page to Amendment Letter]


 






     


     


    

 






	 	AMERICAN INTERNATIONAL GROUP, INC.
	 	 
	 	By:	/s/
    Marilyn V. Hirsch             
	 	Name: Marilyn V. Hirsch
	 	Title: Senior Vice President and Treasurer




 


[Signature
page to Amendment Letter]


 






     


     


    

 






	SO AGREED:	 
	 	 
	BANK OF AMERICA, N.A.	 
	 	 
	By:	/s/
    Christopher Choi 	 
	Name: Christopher Choi	 
	Title: Managing Director	 










 
[Signature
                                            page to Amendment Letter]


 






     


     


    

 


	SO AGREED:	 
	 	 
	CITIBANK, N.A.	 
	 	 
	By:	/s/
    Maureen P. Maroney 	 
	Name: Maureen P. Maroney	 
	Title: Vice President	 




 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	JPMORGAN
    CHASE BANK, N.A.	 
	 	 
	By:	/s/
    James S. Mintzer	 
	Name:
    James S. Mintzer	 
	Title:
    Executive Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	BARCLAYS
    BANK PLC	 
	 	 
	By:
    	/s/
    Warren Veech III	 
	Name:
    Warren Veech III	 
	Title:
    Vice President	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	BNP
    PARIBAS	 
	 	 
	By:	/s/
    Joseph Malley	 
	Name:
    Joseph Malley	 
	Title:
    Managing Director	 
	 	 
	By:	/s/
    Patrick Cunnane	 
	Name:
    Patrick Cunnane	 
	Title:
    Vice President	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	DEUTSCHE
    BANK AG NEW YORK BRANCH	 
	 	 
	By:
    	/s/
    Ming K. Chu	 
	Name:
    Ming K. Chu	 
	Title:
    Director	 
	 	 
	By:
    	/s/
    Douglas Darman	 
	Name:
    Douglas Darman	 
	Title:
    Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	GOLDMAN
    SACHS BANK USA	 
	 	 
	By:
    	/s/
    Dan Martis	 
	Name:
    Dan Martis	 
	Title:
    Authorized Signatory	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	HSBC
    BANK USA, NATIONAL ASSOCIATION	 
	 	 
	By:
    	/s/
    Mrudul Kotia	 
	Name:
    Mrudul Kotia	 
	Title:
    Vice President, Financial Institutions Group	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	MIZUHO
    BANK, LTD.	 
	 	 
	By:
    	/s/
    Raymond Ventura	 
	Name:
    Raymond Ventura	 
	Title:
    Managing Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	MORGAN
    STANLEY BANK, N.A.	 
	 	 
	By:
    	/s/
    David White	 
	Name:
    David White	 
	Title:
    Authorized Signatory	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	PNC
    BANK, NATIONAL ASSOCIATION	 
	 	 
	By:
    	/s/
    Thomas A. McLaughlin	 
	Name:
    Thomas A. McLaughlin	 
	Title:
    Senior Vice President	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	ROYAL
    BANK OF CANADA	 
	 	 
	By:
    	/s/
    Tim Stephens	 
	Name:
    Tim Stephens	 
	Title:
    Authorized Signatory	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	SUMITOMO
    MITSUI BANKING CORPORATION	 
	 	 
	By:
    	/s/
    Shane Klein	 
	Name:
    Shane Klein	 
	Title:
    Managing Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	U.S.
    BANK NATIONAL ASSOCIATION	 
	 	 
	By:
    	/s/
    Andre Liu	 
	Name:
    Andre Liu	 
	Title:
    Senior Vice President	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	WELLS
    FARGO BANK, NATIONAL ASSOCIATION	 
	 	 
	By:
    	/s/
    Jason Hafener	 
	Name:
    Jason Hafener	 
	Title:
    Managing Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	AUSTRALIA
    AND NEW ZEALAND BANKING GROUP LIMITED	 
	 	 
	By:
    	/s/
    Wendy Tso	 
	Name:
    Wendy Tso	 
	Title:
    Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	MANUFACTURERS &
    TRADERS TRUST COMPANY	 
	 	 
	By:	/s/
    Brooks W. Thropp	 
	Name:
    Brooks W. Thropp	 
	Title:
    Senior Vice President	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	NATIONAL
    AUSTRALIA BANK LIMITED	 
	 	 
	By:
    	/s/
    Helen Hsu	 
	Name:
    Helen Hsu	 
	Title:
    Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	NATIXIS,
    NEW YORK BRANCH	 
	 	 
	By:	/s/
    Kelley T. Hebert	 
	Name:
    Kelley T. Hebert	 
	Title:
    Managing Director	 
	 	 
	By:
    	/s/
    Eric Ouyang	 
	Name:
    Eric Ouyang	 
	Title:
    VP	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	SOCIETE
    GENERALE	 
	 	 
	By:	/s/
    Arun Bansal	 
	Name:
    Arun Bansal	 
	Title:
    Managing Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	STANDARD
    CHARTERED BANK	 
	 	 
	By:	/s/
    Kristopher Tracy	 
	Name:
    Kristopher Tracy	 
	Title:
    Director – Financing Solutions	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	THE
    BANK OF NEW YORK MELLON	 
	 	 
	By:
    	/s/
    Kenneth P. Sneider Jr.	 
	Name:
    Kenneth P. Sneider, Jr.	 
	Title:
    Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	THE
    BANK OF NOVA SCOTIA	 
	 	 
	By:
    	/s/
    Marilena Devcic	 
	Name:
    Marilena Devcic	 
	Title:
    Director, Financial Institutions, U.S., The Bank of Nova Scotia	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO
    AGREED:	 
	 	 
	UNICREDIT
    BANK AG, NEW YORK BRANCH	 
	 	 
	By:
    	/s/
    Sam Opitz	 
	Name:
    Sam Opitz	 
	Title:
    Director	 
	 	 
	By:
    	/s/
    Aleksander Borowicz	 
	Name:
    Aleksander Borowicz	 
	Title:
    Director	 





 


[Signature
page to Amendment Letter]