exv10w1






Exhibit 10.1




February 8, 2011




American International Group, Inc.

180 Maiden Lane

New York, NY 10038

Attention: General Counsel




AIA Aurora LLC

180 Maiden Lane

New York, NY 10038




ALICO Holdings LLC

180 Maiden Lane

New York, NY 10038




Ladies and Gentlemen:




     Reference is made to the Guarantee, Pledge and Proceeds Application Agreement, dated as of
January 14, 2011 (as amended, the “GPPA”), among American International Group, Inc. (“AIG”), the
Guarantors party thereto and AIA Aurora LLC and ALICO Holdings LLC, as the Secured Parties.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in the GPPA.



     The Rights Holder, on behalf of the Secured Parties, AIG and the Secured Parties hereby agree
as follows:




	 	(i)	 	notwithstanding Section 4(b) of the GPPA, AIG shall be
permitted to retain an amount of the Net Proceeds received in respect of the
transactions contemplated by the Star-Edison Purchase Agreement (the
“Star-Edison Proceeds”) equal to two billion dollars ($2,000,000,000), shall
not be obligated to apply or cause to be applied such amount to satisfy the
Secured Obligations and shall use such amount to support the capital of
Chartis Inc. and its subsidiaries; and
	 
	 	(ii)	 	notwithstanding Section 4(a)(x) of the GPPA, AIG shall apply
or cause to be applied the remainder of the Star-Edison Proceeds to satisfy
the Secured Obligations no later than the close of business on February 14,
2011.





 









 





     For the avoidance of doubt, all Net Proceeds other than the Star-Edison Proceeds and any other
amounts paid on account of the Secured Obligations shall continue to be applied in accordance with
Section 4 of the GPPA unless otherwise agreed by the Rights Holder on behalf of the Secured
Parties.



     Sections 18 (Notices), 21 (Amendments and Waivers), 22 (Choice of Law), 23 (Waiver of Jury
Trial), 26 (Counterparts) and 28 (Jurisdiction; Consent to Service of Process) of the GPPA are
incorporated herein by reference as if fully set forth herein.



     Please confirm your agreement to the foregoing by signing and returning an executed
counterpart of this letter.



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	 	Yours sincerely,


UNITED STATES DEPARTMENT OF THE TREASURY, as the Rights Holder, on behalf of the Secured Parties

 	 
	 	By:  	/s/ Timothy G. Massad
 	 
	 	 	Name:  	Timothy G. Massad 	 
	 	 	Title:  	Acting Assistant Secretary
for Financial Stability 	 
	 



	 	 	 	 	 	 	 

	Acknowledged and agreed:	 	 
	 
	 	 	 	 	 	 
	AMERICAN INTERNATIONAL GROUP, INC., as Pledgor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Brian T. Schreiber	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Brian T. Schreiber	 	 
	 

	 	Title:
	 	Executive Vice President, Treasury and Capital Markets
	 	 
	 
	 	 	 	 	 	 
	AIA AURORA LLC, as Secured Party	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Brian T. Schreiber	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Brian T. Schreiber	 	 
	 

	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	ALICO HOLDINGS LLC, as Secured Party	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Brian T. Schreiber	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Brian T. Schreiber	 	 
	 

	 	Title:
	 	Manager	 	 







			
	cc:	 	Robert W. Reeder III, Sullivan & Cromwell LLP

Michael M. Wiseman, Sullivan & Cromwell LLP

Gary Israel, Sullivan & Cromwell LLP





[Signature Page to GPPA Waiver]





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