American International Group, Inc., 180 Maiden Lane, New York, NY 10038. Ladies and Gentlemen:American International Group Inc • September 13th, 2011 • Fire, marine & casualty insurance
In connection with the several purchases today by the Underwriters named in Schedule I to the Underwriting Agreement, dated September 8, 2011 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named therein, of $1,200,000,000 aggregate principal amount of the Company’s 4.250% Notes due 2014 (the “2014 Notes”) and $800,000,000 aggregate principal amount of the Company’s 4.875% Notes due 2016 (the “2016 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 and the Eighth Supplemental Indenture, dated as of December 3, 2010, and as further supplemented by the Eleventh Supplemental Indenture, dated as of
AMERICAN INTERNATIONAL GROUP, INC. 4.250% Notes Due 2014 4.875% Notes Due 2016 Underwriting AgreementLetter Agreement • September 13th, 2011 • American International Group Inc • Fire, marine & casualty insurance
Underwriters named therein (the “Underwriters”), of $1,200,000,000 aggregate principal amount of the Company’s 4.250% Notes Due 2014 (the “2014 Notes”) and $800,000,000 aggregate principal amount of the Company’s 4.875% Notes Due 2016 (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, and the Eighth Supplemental Indenture, dated as of December 3, 2010 (as so supplemented, the “Original Indenture”), and as further supplemented by Eleventh Supplemental Indenture and the Twelfth Supplemental Indenture, each to be dated as of September 13, 2011 (the “Supplemental Indentures,” and together with the Original Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”).
