AMERICAN INTERNATIONAL GROUP, INC. COMMON STOCK Underwriting AgreementUnderwriting Agreement • December 14th, 2012 • American International Group Inc • Fire, marine & casualty insurance • New York
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 Sullivan & Cromwell LLP]Underwriting Agreement • December 14th, 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 December 10, 2012 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), the United States Department of the Treasury (the “Selling Shareholder”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several Underwriters, of 234,169,156 shares (the “Securities”) of the Company’s Common Stock, par value $2.50 per share, from the Selling Shareholder, we, as counsel for the Company, 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 opinion. Each Security has a related share purchase right (each, a “Right”) issued pursuant to the
