RecitalsReplacement Capital Covenant • December 18th, 2007 • American International Group Inc • Fire, marine & casualty insurance
up to the Common Cap, the Preferred Cap and any maximum issuance cap referred to above, as applicable, in proportion to the total amounts that are due on such securities.
AMERICAN INTERNATIONAL GROUP, INC. 7.70% Series A-5 Junior Subordinated Debentures Underwriting AgreementUnderwriting Agreement • December 18th, 2007 • American International Group Inc • Fire, marine & casualty insurance • New York
LETTERHEAD OF SULLIVAN & CROMWELL LLP]Underwriting Agreement • December 18th, 2007 • American International Group Inc • Fire, marine & casualty insurance
In connection with the several purchases today by the Underwriters named in Schedule I to the Underwriting Agreement, dated December 11, 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 $1,100,000,000 aggregate principal amount of the Company’s 7.70% Series A-5 Junior Subordinated Debentures (the “Securities”) issued pursuant to the Junior Subordinated Debt Indenture, dated as of March 13, 2007, as supplemented by the Fifth Supplemental Indenture, dated as of December 18, 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
