AMERICAN INTERNATIONAL GROUP, INC. 4.875% Notes Due 2022 Underwriting AgreementUnderwriting Agreement • June 29th, 2012 • American International Group Inc • Fire, marine & casualty insurance • New York
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 June 26, 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.
June 29, 2012Underwriting Agreement • June 29th, 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 June 26, 2012 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the several Underwriters named therein, of $750,000,000 aggregate principal amount of the Company’s 4.875% Notes due 2022 (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 (collectively, the “Indenture”), each between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this o
