AMERICAN INTERNATIONAL GROUP, INC. 3.750% Notes Due 2025 4.700% Notes Due 2035 4.800% Notes Due 2045 Underwriting AgreementUnderwriting Agreement • July 10th, 2015 • American International Group Inc • Fire, marine & casualty insurance • New York
The Registration Statement relating to the Securities (File No. 333-204165) was filed on Form S-3 in accordance with procedures of the Securities and Exchange Commission (the “Commission”) permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment, document incorporated by reference therein or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Registration Statement was amended by a Post-Effective Amendment No. 1 thereto (the “Post-Effective Amendment”), and any reference in this letter to the “Registration Statement” refers to the Registration Statement as amended by the Post-Effective Amendment. The Securities have been offered by the Prospectus relating to senior debt securities dated May 14, 2015 (the “Basic Prospectus”), as supplemented by the Prospectus Supplement, dated July 7, 2015 (the “Prospectus Supplement”), which updates or suppleme
Letterhead of Sullivan & Cromwell LLP] July 10, 2015Underwriting Agreement • July 10th, 2015 • 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 July 7, 2015 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), and BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named therein, of $1,250,000,000 aggregate principal amount of the Company’s 3.750% Notes due 2025, $500,000,000 aggregate principal amount of the Company’s 4.700% Notes due 2035 and $750,000,000 aggregate principal amount of the Company’s 4.800% Notes due 2045 (collectively, 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 Twenty-Sixth Supplemental Indenture,
