AMERICAN INTERNATIONAL GROUP, INC. 3.000% Notes Due 2015 3.800% Notes Due 2017 Underwriting AgreementUnderwriting Agreement • March 22nd, 2012 • American International Group Inc • Fire, marine & casualty insurance
Company’s 3.000% Notes Due 2015 (the “2015 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 3.800% Notes Due 2017 (together with the 2015 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 the Sixteenth Supplemental Indenture and the Seventeenth Supplemental Indenture, each to be dated as of March 22, 2012 (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”).
Letterhead of Sullivan & Cromwell LLP]Underwriting Agreement • March 22nd, 2012 • 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 March 19, 2012 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, RBS Securities Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters named therein, of $750,000,000 aggregate principal amount of the Company’s 3.000% Notes due 2015 (the “2015 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 3.800% Notes due 2017 (the “2017 Notes” and, together with the 2015 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 Sixteenth Supplemental Indenture, dated as of March 22, 2012 a
