Exhibit 10.2

EXECUTION COPY

September 30, 2010

Prudential Financial, Inc.

751 Broad Street

Newark, New Jersey 07102

$3 Billion Bridge Facility

COMMITMENT LETTER

Ladies and Gentlemen:

You have advised us that Prudential Financial, Inc. (the “Company”) desires to establish a $3,000,000,000 term loan bridge facility (the “Facility”), the proceeds of which would be used by the Company to finance the Acquisition (as defined in the attached Annex I (the “Term Sheet”)) and to pay related transaction costs, fees and expenses.

Upon the terms and subject to the conditions expressly set forth in Section 1 of this commitment letter and under the heading “Conditions Precedent” in the Term Sheet (this commitment letter and the Term Sheet, together with the Fee Letters referred to below, collectively, this “Commitment Letter”), (a) Citigroup Global Markets Inc. (“CGMI”), on behalf of Citi (as defined below), is pleased to inform the Company of Citi’s several, but not joint, commitment to provide $775,000,000 of the Facility; (b) Bank of America, N.A. (“Bank of America”) is pleased to inform the Company of Bank of America’s several, but not joint, commitment to provide $600,000,000 of the Facility; (c) UBS Loan Finance LLC (“UBS”)

is pleased to inform the Company of UBS’ several, but not joint, commitment to provide $600,000,000 of the Facility; (d) HSBC Bank USA, N.A. (“HSBC”) is pleased to inform the Company of HSBC’s several, but not joint, commitment to provide $300,000,000 of the Facility; (e) Barclays Bank PLC (“Barclays”) is pleased to inform the Company of Barclays’ several, but not joint, commitment to provide $250,000,000 of the Facility (f) Wells Fargo Bank, National Association (“Wells Fargo”) is pleased to inform the Company of Wells Fargo’s several, but not joint, commitment to provide $250,000,000 of the Facility; and (g) The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) is pleased to inform the Company of BTMU’s several, but not joint, commitment to provide $225,000,000 of the Facility.

For purposes of this Commitment Letter, (a) “Citi” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated hereby; (b) “Commitment Party” means each of Citi, Bank of America, UBS, UBS Securities LLC, HSBC, Barclays, Wells Fargo and BTMU; and (c) “Lenders” means each of the Commitment Parties that is party to the Facility as a lender.

The commitment and other obligations of each Commitment Party hereunder are several and not joint. No Commitment Party is responsible for the performance of the obligations of another Commitment Party, and the failure of a Commitment Party to perform its obligations hereunder will not prejudice the rights of any other Commitment Party hereunder.

Section 1. Conditions Precedent. Each Commitment Party’s commitment and other obligations hereunder are subject to (a) the accuracy and completeness in all material respects of all representations that the Company makes in writing in connection with the Transactions (as defined in the Term Sheet) to the Commitment Parties and (b) the satisfaction of the other conditions precedent expressly set forth under the heading “Conditions Precedent” in the Term Sheet.

Section 2. Commitment Termination. Each Commitment Party’s commitment and other obligations set forth in this Commitment Letter will terminate on the earliest (the “Outside Closing Date”) of (a) the date the Operative Documents (as defined in the Term Sheet) become effective, (b) the date on which the Acquisition Agreement (as defined in the Term Sheet) is terminated or expires or the Borrower provides written notice to the Commitment Parties that it has abandoned its pursuit of the Acquisition (and the Borrower agrees to provide written notice of any event under this clause (b) to the Commitment Parties as promptly as practicable following the occurrence thereof); and (c) April 1, 2011, provided, that if the sole reason that the Closing Date (as defined in the Term Sheet) has not occurred is that one or more approvals required pursuant to Section 8.01(b) of the Acquisition Agreement as in effect on the date hereof have not been obtained on or prior to such date or that the Parent (as defined in the Term Sheet) requires additional time to prepare and deliver any financial statements requested by the Acquiror (as defined in the Acquisition Agreement) to be delivered by the Parent to the Acquiror pursuant to Section 5.19(b) of the Acquisition Agreement as in effect on the date hereof, and the date on which the Parent or the Acquiror may terminate the Acquisition Agreement under Section 9.01(b) of the Acquisition Agreement as in effect on the date hereof has been extended by either such party pursuant to such section to a date not beyond October 1, 2011, then the date applicable under this clause (c) shall be extended to such date. Notwithstanding the foregoing, the termination of any Commitment Party’s commitment and other obligations hereunder will not affect Sections 4 through 12, which provisions will survive any such termination.

Section 3. Titles. Citi will act as the sole administrative agent for the Facility, CGMI will act as sole lead arranger and bookrunner for the Facility, and Bank of America and UBS Securities LLC will act as co-syndication agents for the Facility. It is understood and agreed that Citi will have “left” placement in all marketing materials and other documentation used in connection with the Facility. No additional agents, co-agents or arrangers will be appointed, no other titles awarded and no compensation (except as set forth in this Commitment Letter) will be paid, without the prior written consent of the Company and the Commitment Parties.

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Section 4. Fees. In addition to the fees described in the Term Sheet, the Company will pay the non-refundable fees set forth in the letter agreement dated the date hereof (the “Joint Fee Letter”) among the Company and the Commitment Parties and in the letter agreement dated the date hereof (the “Agency Fee Letter”, and together with the Joint Fee Letter, the “Fee Letters”) between the Company and an affiliate of CGMI. The terms of the Fee Letters are an integral part of each Commitment Party’s commitment and other obligations hereunder and constitute part of this Commitment Letter for all purposes hereof.

Section 5. Indemnification. The Company will indemnify and hold harmless each Commitment Party, each Lender and each of their respective affiliates and each of their respective officers, directors, employees, advisors, agents and representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including without limitation, reasonable and documented fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party (including without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case, arising out of or in connection with or by reason of this Commitment Letter or the Operative Documents or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Facility, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity will be effective whether or not such investigation, litigation or proceeding is brought by the Company, any of its directors, security holders or creditors, an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

No Indemnified Party will have any liability (whether in contract, tort or otherwise) to the Company or any of its affiliates or any of their respective security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In no event, however, will any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including without limitation, any loss of profits, business or anticipated savings).

The Company acknowledges that information and other materials relative to the Facility and the transactions contemplated hereby may be transmitted through IntraLinks or another similar electronic platform (the “Platform”). No Indemnified Party will be liable to the Company or any of its affiliates or any of their respective security holders or creditors for any damages arising from the use by unauthorized persons of information or other materials sent through the Platform that are intercepted by such persons (except to the extent such damages are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct).

Section 6. Costs and Expenses. The Company will pay, or reimburse the Commitment Parties on demand for, all reasonable and documented out-of-pocket costs and expenses incurred by any of them (whether incurred before or after the date hereof) in connection with the Facility and the preparation, negotiation, execution and delivery of this Commitment Letter (including without limitation, the reasonable and documented fees and expenses of (a) Milbank, Tweed, Hadley & McCloy LLP, counsel to the Agent, and (b) any regulatory counsel and a single local counsel to the Agent in any material jurisdictions, in each case retained by the Agent with the Company’s consent (such consent not to be unreasonably withheld or

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delayed)), regardless of whether any of the transactions contemplated hereby are consummated. The Company will also pay all reasonable and documented out-of-pocket costs and expenses of the Commitment Parties (including without limitation, the reasonable and documented fees and disbursements of counsel) incurred in connection with the enforcement of any of their respective rights and remedies under this Commitment Letter.

Section 7. Confidentiality. By accepting delivery of this Commitment Letter, the Company agrees that this Commitment Letter (including, for avoidance of doubt, each Fee Letter) is for the Company’s confidential use only and that neither its existence nor its terms will be disclosed by the Company to any person other than the Company’s affiliates and its and their respective officers, directors, employees, advisors, agents and representatives (the “Company Representatives”), and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby. Notwithstanding the foregoing, (i) the Company may disclose this Commitment Letter (other than the Fee Letters) to the Acquired Business and the seller thereof and their respective officers, directors, employees, affiliates, independent auditors, legal counsel and other legal advisors on a confidential and “need to know” basis in connection with the Acquisition, (ii) following the Company’s acceptance of the provisions hereof and its return of an executed counterpart of this Commitment Letter to the Commitment Parties as provided below, the Company may disclose and file a copy of all or any portion of this Commitment Letter including the Term Sheet (other than the Fee Letters) in any public record in which it is required by law to be filed, including, without limitation, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, and (iii) the Company may make such other public disclosures of any of the terms and conditions hereof as the Company is required by law, in the opinion of its counsel, to make. Notwithstanding any other provision in this Commitment Letter, the Commitment Parties hereby confirm that the Company and the Company Representatives will not be limited from disclosing the U.S. tax treatment or U.S. tax structure of the Facility.

Section 8. Representations and Warranties of the Company. The Company represents and warrants that (a) all information, other than Projections (as defined below), that has been or will hereafter be made available to any Commitment Party or any Lender by the Company or any Company Representatives in connection with the transactions contemplated hereby (the “Information”), as and when furnished, taken as a whole, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made and (b) all projections, if any, that have been or will be prepared by the Company or any Company Representatives and made available to any Commitment Party, any Lender or any potential Lender (the “Projections”) have been or will be prepared in good faith based upon assumptions that are or were reasonable as of the date of the preparation of such Projections (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, and that no assurance can be given that the Projections will be realized). If, at any time from the date hereof until the termination of this Commitment Letter, any of the representations and warranties in the preceding sentence would not be accurate and complete in any material respect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then the Company agrees to promptly supplement, or cause to be supplemented, the Information and/or Projections from time to time so that the representations and warranties contained in this paragraph remain accurate and complete in all material respects under those circumstances.

In providing this Commitment Letter and in arranging the Facility, the Commitment Parties are relying on the accuracy of the Information furnished to them by or on behalf of the Company or any Company Representatives without independent verification thereof.

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Section 9. No Third Party Reliance, Not a Fiduciary, Etc. The agreements of the Commitment Parties hereunder and of any Lender that issues a commitment to provide financing under the Facility are made solely for the benefit of the Company and may not be relied upon or enforced by any other person. Please note that those matters that are not covered or made clear herein are subject to mutual agreement of the parties. Neither the Company nor any of the Commitment Parties may assign or delegate any of its rights or obligations hereunder without, in the case of an assignment by the Company, the Commitment Parties’ prior written consent or, in the case of an assignment by a Commitment Party, the Company’s prior written consent (such consent, in each case, not to be unreasonably withheld or delayed). This Commitment Letter may not be amended or modified, or any provision hereof waived, except by a written agreement signed by all parties hereto.

The Company hereby acknowledges that each of the Commitment Parties is acting pursuant to a contractual relationship on an arm’s length basis, and the parties hereto do not intend that the Commitment Parties act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person. Each of the Company and each Commitment Party hereby expressly disclaims any fiduciary relationship and agrees they are each responsible for making their own independent judgments with respect to any transactions entered into between them. The Company also hereby acknowledges that the Commitment Parties have not advised and are not advising the Company as to any legal, accounting, regulatory or tax matters, and that the Company is consulting its own advisors concerning such matters to the extent it deems appropriate.

The Company understands that each Commitment Party and its affiliates (each Commitment Party, together with its affiliates, being collectively, a “Group”) are, or may be, engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research). Members of each Group and businesses within each Group generally act independently of each other, both for their own account and for the account of clients. Accordingly, there may be situations where parts of a Group and/or their clients either now have or may in the future have interests, or take actions, that may conflict with the Company’s interests. For example, a Group may, in the ordinary course of business, engage in trading in financial products or undertake other investment businesses for their own account or on behalf of other clients, including without limitation, trading in or holding long, short or derivative positions in securities, loans or other financial products of the Company or its affiliates, one or more potential bidders or other entities connected with the Facility or the transactions contemplated hereby.

In recognition of the foregoing, the Company agrees that no Group is required to restrict its activities as a result of this Commitment Letter and that each Group may undertake any business activity without further consultation with or notification to the Company. Neither this Commitment Letter nor the receipt by any Commitment Party of confidential information nor any other matter will give rise to any fiduciary, equitable or contractual duties (including without limitation, any duty of trust or confidence) that would prevent or restrict a Group from acting on behalf of other customers or for its own account. Furthermore, the Company agrees that no Group and no member or business of a Group is under a duty to disclose to the Company or use on behalf of the Company any information whatsoever about or derived from those activities or to account for any revenue or profits obtained in connection with such activities. However, consistent with each Group’s long-standing policy to hold in confidence the affairs of its customers, no Group will use confidential information obtained from the Company except in connection with its services to, and its relationship with, the Company; provided, that each Group will be free to disclose information in any manner as required by law, regulation, regulatory authority or other applicable judicial or government order.

Section 10. Governing Law, Etc. This Commitment Letter will be governed by, and construed in accordance with, the law of the State of New York. This Commitment Letter sets forth the entire agreement

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between the parties with respect to the matters addressed herein and supersedes all prior communications, written or oral, with respect hereto. This Commitment Letter may be executed in any number of counterparts, each of which, when so executed, will be deemed to be an original and all of which, taken together, will constitute one and the same Commitment Letter. Delivery of an executed counterpart of a signature page to this Commitment Letter by telecopier or email attachment will be as effective as delivery of an original executed counterpart of this Commitment Letter.

Section 11. Waiver of Jury Trial. Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter or the transactions contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof.

Section 12. Consent to Jurisdiction, Etc. Each of the Company and the Commitment Parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any New York State or Federal court located in the City of New York over any suit, action or proceeding arising out of or relating to this Commitment Letter, (ii) accepts for itself and in respect of its property the jurisdiction of such courts, (iii) waives any objection to the laying of venue of any such suit, action or proceeding brought in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum and (iv) consents to the service of any process, summons, notice or document in any such suit, action or proceeding by registered mail addressed to it. A final judgment in any such suit, action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein will affect the right of any Commitment Party to serve legal process in any other manner permitted by law. To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party irrevocably waives such immunity in respect of its obligations under this Commitment Letter.

Section 13. Patriot Act Compliance. Each Commitment Party hereby notifies the Company that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow such Commitment Party to identify the Company in accordance with the Patriot Act. In that connection, each Commitment Party may also request corporate formation documents, or other forms of identification, to verify information provided.

Please indicate the Company’s acceptance of the provisions hereof by signing the enclosed copy of this Commitment Letter and the Fee Letters and returning them, together with the fees then payable under the Joint Fee Letter, to Citigroup Global Markets Inc., c/o Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, New York 10005, Attention: William J. Mahoney (fax: (212) 822-5286 and (212) 822-5638) at or before 5:00 p.m. (New York City time) on September 30, 2010 the time at which the commitments and other obligations of each Commitment Party hereunder (if not so accepted prior thereto) will terminate. If the Company elects to deliver this Commitment Letter by telecopier or email attachment, please arrange for the executed original to follow by next-day courier.

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ANNEX I

PRUDENTIAL FINANCIAL, INC.

Summary of Bridge Facility

This Summary outlines certain terms of the Bridge Facility (as defined below) arranged by Citigroup Global Markets Inc. in connection with the financing of a portion of the consideration for the acquisition (the “Acquisition”) by Prudential Financial, Inc., directly or indirectly through one or more subsidiaries, of AIG Star Life Insurance Co., Ltd. (“AIG Star”), AIG Edison Life Insurance Company (“AIG Edison”), AIG Financial Assurance Japan K.K. and AIG Edison Service Co., Ltd. (together with their respective subsidiaries that are being transferred in connection with the Acquisition, the “Acquired Business”) pursuant to the Stock Purchase Agreement dated as of September 30, 2010 between American International Group, Inc. (the “Parent) and Prudential Financial, Inc. (together with all schedules, exhibits and annexes thereto, the “Acquisition Agreement”). The Acquisition, the execution and delivery of the Bridge Facility and the other transactions contemplated hereby are referred to herein collectively as the “Transactions”. The commitment letter dated September 30, 2010 to which this Summary (this “Term Sheet”) is attached is referred to as the “Commitment Letter”.

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ANNEX I-A

PRUDENTIAL FINANCIAL, INC.

Interest and Certain Fees

ANNEX I-A-1

Pricing Grid

Prudential Financial, Inc.

Bridge Facility

Changes in the Applicable Margins will become effective on the date of the announcement or publication of any change in the rating described above (or, in the absence of such announcement or publication, on the effective date of such change). The relevant Applicable Margin will be based on the higher of the S&P or Moody’s rating, except that in the event such ratings by S&P or Moody’s vary by more than one rating level, the Applicable Margins shall be determined based upon the rating that is one rating lower than the higher of the two actual ratings. If neither S&P nor Moody’s shall publish such a rating for the Borrower, the ratings of such ratings agencies shall be deemed to be in the lowest rating level above.