AMERICAN INTERNATIONAL GROUP, INC. COMMON STOCK Underwriting AgreementUnderwriting Agreement • March 13th, 2012 • American International Group Inc • Fire, marine & casualty insurance • New York
Letterhead of American International Group, Inc.]Underwriting Agreement • March 13th, 2012 • American International Group Inc • 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 March 8, 2012 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), the United States Department of the Treasury and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters, of an aggregate of 206,896,552 shares (the “Securities”) of the Company’s common stock, par value $2.50 per share, I, as Senior Vice President and Deputy General Counsel of the Company, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Each Security has a related share purchase right (each, a “Right”) issued pursuant to the Tax Asset Protection Plan, dated as of March 9, 2011 (the “Plan”), between the
