Exhibit 2.1

March 3, 2012

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, DC 20220

Attention: Chief Counsel, Office of Financial Stability

AIA Aurora LLC

180 Maiden Lane

New York, NY 10038

AM Holdings LLC

180 Maiden Lane

New York, NY 10038

Ladies and Gentlemen:

Reference is made to: (i) the Master Transaction Agreement dated as of December 8, 2010 (the “Master Transaction Agreement”) among American International Group, Inc. (“AIG”), AM Holdings LLC (formerly ALICO Holdings LLC) (the “ALICO SPV”), AIA Aurora LLC (the “AIA SPV”), the Federal Reserve Bank of New York, the United States Department of the Treasury (the “UST”) and the AIG Credit Facility Trust; (ii) the Guarantee, Pledge and Proceeds Application Agreement dated as of January 14, 2011 (as amended, the “GPPA”) among AIG, the Guarantors party thereto and the AIA SPV and ALICO SPV, as the Secured Parties; and (iii) the Fourth Amended and Restated Limited Liability Company Agreement of AIA Aurora LLC dated as of December 1, 2009 (as amended, including by the Master Transaction Agreement, the “LLC Agreement”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Master Transaction Agreement.

1. Consent to AIA Offering. (a) As contemplated by the Transaction Documents and the LLC Agreement, by signing and returning an executed counterpart of this letter, subject to the acknowledgments and agreements set forth in Section 1(b) of this Agreement, the UST, in its capacity as Rights Holder, consents to the Transfer (as defined in the LLC Agreement) of all or any portion of the Subject Securities of the AIA SPV (the “AIA Shares”) to be effected on the Hong Kong Stock Exchange and completed during March 2012 as previously discussed with the UST (the “Proposed AIA Offering”).

(b) AIG hereby acknowledges that the UST’s consent is conditioned upon the following acknowledgments and agreements, and AIG hereby acknowledges and agrees with the UST as follows:

2. Other Acknowledgments. AIG and the UST hereby acknowledge and agree that:

(a) without limitation on Section 6(g) of the GPPA, the UST will, at AIG’s expense, cooperate with AIG with respect to (i) mutually acceptable custodial arrangements for and the prompt delivery of the AIA Shares represented by physical certificates held by the UST and (ii) the conversion of such AIA Shares into uncertificated securities and/or other arrangements for evidencing the record or other ownership of such AIA Shares, in each case, as may be reasonably necessary for the timely consummation of the Proposed AIA Offering;

(b) the UST hereby waives its right as Rights Holder under Section 7.03(b)(iii)(C) of the Master Transaction Agreement to appoint one of the underwriters or placement agents of the Proposed AIA Offering;

Sections 1.02 (Other Definitional and Interpretative Provisions), 12.01 (Notices), 12.03 (Amendments and Waivers), 12.07 (Governing Law; Submission to Jurisdiction; Service of Process), 12.08 (WAIVER OF JURY TRIAL) and 12.09 (Counterparts; Effectiveness) of the Master Transaction Agreement are incorporated herein by reference as if fully set forth herein.

[Remainder of this page intentionally left blank]

-2-

Acknowledged and agreed:

[Signature Page to UST Consent]