EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • March 18th, 2009 • American International Group Inc • Fire, marine & casualty insurance • New York
WHEREAS, American International Group, Inc., a corporation organized under the laws of the state of Delaware (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Greenwich Capital Markets, Inc., UBS Securities LLC, BNP Paribas Securities Corp., Daiwa Securities America Inc., KeyBanc Capital Markets Inc., Mitsubishi UFJ Securities International plc, Mizuho Securities USA Inc. and Santander Investment Securities Inc. (the “Initial Purchasers”), upon the terms set forth in the purchase agreement, dated August 13, 2008 (the “Purchase Agreement”), its 8.250% Notes due 2018 (the “Notes”).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • March 18th, 2009 • 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 up to $3,250,000,000 of its 8.250% Notes Due 2018 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for $3,250,000,000 of its outstanding 8.250% Notes Due 2018 (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 [ ], 2009 (the “Prospectus”), and a Letter of Transmittal, a copy of which is attached as Annex A to the Prospectus (the “Letter of Transmittal”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes.”
