American International (AIG) 8-K Entry into a Material Definitive Agreement

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 butnot 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