RecitalsReplacement Capital Covenant • June 7th, 2007 • American International Group Inc • Fire, marine & casualty insurance
AMERICAN INTERNATIONAL GROUP, INC. 6.45% Series A-4 Junior Subordinated Debentures Underwriting AgreementUnderwriting Agreement • June 7th, 2007 • American International Group Inc • Fire, marine & casualty insurance • New York
LETTERHEAD OF SULLIVAN & CROMWELL LLP]American International Group Inc • June 7th, 2007 • Fire, marine & casualty insurance
In connection with the several purchases today by the Underwriters named in Schedule I to the Underwriting Agreement, dated May 31, 2007 (the “Underwriting Agreement”), between American International Group, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several Underwriters named therein, of $750,000,000 aggregate principal amount of the Company’s 6.45% Series A-4 Junior Subordinated Debentures (the “Securities”) issued pursuant to the Junior Subordinated Debt Indenture, dated as of March 13, 2007, as supplemented by the Fourth Supplemental Indenture, dated June 7, 2007 (together, the “Indenture”), between the Company and The Bank of New York, as Trustee (the “Trustee”), we, as counsel for the Company, have examined such corporate records, certificates and other documents, and such questi
