PURCHASE CONTRACT AGREEMENT between AMERICAN INTERNATIONAL GROUP, INC. and THE BANK OF NEW YORK as Purchase Contract Agent Dated as of May 16, 2008Purchase Contract Agreement • May 16th, 2008 • American International Group Inc • Fire, marine & casualty insurance • New York
Purchase Contract Agreement, dated as of May 16, 2008, between American International Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, acting as purchase contract agent for the Holders of Equity Units (as defined herein) from time to time (the “Purchase Contract Agent”).
AMERICAN INTERNATIONAL GROUP, INC. 171,052,631 Shares Common Stock, Par Value $2.50 Per Share Underwriting AgreementAmerican International Group Inc • May 16th, 2008 • Fire, marine & casualty insurance • New York
undersigned and/or the immediate family of the undersigned, provided that such trust or similar entity agrees in writing to be bound by the terms of this Lock-Up Agreement, or (e) any other transaction that would not be required to be reported pursuant to Section 16(a) of the Exchange Act as a result of the applicable person no longer being an executive officer or director for Section 16(a) reporting purposes, provided, that no filing under Section 16(a) of the Exchange Act shall be voluntarily made during the Lock-Up Period. For purposes of this paragraph, “immediate family member” shall have the meaning in Section 16a-1(f) under the Exchange Act.
AMERICAN INTERNATIONAL GROUP, INC. 72,000,000 Equity Units Underwriting AgreementAmerican International Group Inc • May 16th, 2008 • Fire, marine & casualty insurance • New York
American International Group, Inc. 70 Pine Street, New York, New York 10270. Ladies and Gentlemen:American International Group Inc • May 16th, 2008 • Fire, marine & casualty insurance
In connection with the several purchases today by the Underwriters named in Schedule I to the Underwriting Agreement, dated May 12, 2008 (the “Underwriting Agreement”), between American International Group, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Representatives of the several Underwriters named therein (the “Underwriters”), of 78,400,000 equity units (the “Securities”), we, as counsel for the Company, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Each Security has an initial stated amount of $75 and initially consists of a stock purchase contract (the “Stock Purchase Contract”), with settlement dates on each of February 15, 2011, May 1, 2011 and August 1, 2011, and a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 5.67% Series B-1 Junior
American International Group, Inc. New York, New York 10270. Ladies and Gentlemen:American International Group Inc • May 16th, 2008 • Fire, marine & casualty insurance
In connection with the several purchases today by the Underwriters (the “Underwriters”) named in Schedule I to the Underwriting Agreement, dated May 12, 2008 (the “Underwriting Agreement”), between American International Group, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets, Inc. and J.P. Morgan Securities Inc., as Representatives of the several Underwriters, of 196,710,525 shares (the “Securities”) of the Company’s common stock, par value $2.50 per share (the “Common Stock”), we, as counsel for the Company, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that:
PLEDGE AGREEMENT among AMERICAN INTERNATIONAL GROUP, INC. and WILMINGTON TRUST COMPANY, as Collateral Agent, Custodial Agent and Securities Intermediary and THE BANK OF NEW YORK, as Purchase Contract Agent Dated as of May 16, 2008Pledge Agreement • May 16th, 2008 • American International Group Inc • Fire, marine & casualty insurance • New York
Pledge Agreement, dated as of May 16, 2008 among American International Group, Inc., a Delaware corporation (the “Company”), Wilmington Trust Company, as collateral agent for the Company (in such capacity, the “Collateral Agent”), as custodial agent for the Holders from time to time of the Equity Units (in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to each Collateral Account (in such capacity, the “Securities Intermediary”), and The Bank of New York, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Equity Units (in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement.
