INDENTUREAmerican International Group Inc • July 20th, 2006 • Fire, marine & casualty insurance • New York
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • July 20th, 2006 • American International Group Inc • Fire, marine & casualty insurance • New York
American International Group, Inc. (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange $500,000,000 of its 4.700% Notes Due 2010 (the “New Five-Year Notes”) and $1,000,000,000 of its 5.050% Notes Due 2015 (together with the New Five-Year Notes, the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for $500,000,000 of its outstanding 4.700% Notes Due 2010 (the “Old Five-Year Notes”) and $1,000,000,000 of its outstanding 5.050% Notes Due 2015 (together with the Old Five-Year Notes, the “Old Notes”), which have not been registered under the Securities Act. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated July , 2006 (the “Prospectus”), and a Letter of Transmittal, a copy of which is attached as Annex A (the “Letter of Transmittal”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collective
