AMERICAN INTERNATIONAL GROUP, INC. COMMON STOCK Underwriting AgreementUnderwriting Agreement • May 10th, 2012 • American International Group Inc • Fire, marine & casualty insurance • New York
Registration Statement was amended by a Post-Effective Amendment No. 1 and a Post-Effective Amendment No. 2 thereto (together, the “Post-Effective Amendments”), and any reference in this letter to the “Registration Statement” refers to the Registration Statement as amended by the Post-Effective Amendments. The Securities have been offered by the Prospectus dated April 5, 2011 (the “Basic Prospectus”), as supplemented by the Prospectus Supplement, dated May 6, 2012 (the “Prospectus Supplement”), which updates or supplements certain information contained in the Basic Prospectus. The Basic Prospectus, as supplemented by the Prospectus Supplement, does not necessarily contain a current description of the Company’s business and affairs because, pursuant to Form S-3, it incorporates by reference certain documents filed with the Commission that contain information as of various dates.
Letterhead of American International Group, Inc.]Underwriting Agreement • May 10th, 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 May 6, 2012 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), the United States Department of the Treasury and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Macquarie Capital (USA) Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters, of an aggregate of 188,524,589 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 consid
