Letterhead of Sullivan & Cromwell LLP]Underwriting Agreement • December 6th, 2010 • 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 November 30, 2010 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), and Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as representatives of the several Underwriters named therein, of $500,000,000 aggregate principal amount of the Company’s 3.650% Notes due 2014 (the “2014 Notes”) and $1,500,000,000 aggregate principal amount of the Company’s 6.400% Notes due 2020 (the “2020 Notes” and, together with the 2014 Notes, the “Securities”) issued pursuant to the Indenture, dated as of October 12, 2006, as supplemented by the Fourth Supplemental Indenture, dated as of April 18, 2007, the Eighth Supplemental Indenture, dated as of December 3, 2010 and the Ninth Supplemental Indenture, dated as of December 3, 2010
AMERICAN INTERNATIONAL GROUP, INC. 3.650% Notes Due 2014 6.400% Notes Due 2020 Underwriting AgreementUnderwriting Agreement • December 6th, 2010 • American International Group Inc • Fire, marine & casualty insurance
and the documents listed in Schedule A hereto (those listed documents, taken together with the Basic Prospectus as amended or supplemented immediately prior to the Applicable Time (as defined below), being referred to herein as the “Pricing Disclosure Package”), and I have examined such corporate records, certificates and other documents, and have reviewed such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination and review, it is my opinion that:
COLLATERAL ACCOUNT CONTROL AGREEMENTCollateral Account Control Agreement • December 6th, 2010 • American International Group Inc • Fire, marine & casualty insurance • New York
AGREEMENT (the “Agreement”), dated as of December 3, 2010, among American International Group, Inc. (“Pledgor”), Federal Reserve Bank of New York (“Secured Party”) and The Bank of New York Mellon (“Securities Intermediary”).
