AMERICAN INTERNATIONAL GROUP, INC. 1.500% Notes Due 2023 Underwriting AgreementUnderwriting Agreement • June 8th, 2016 • 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 June 1, 2016 (the “Prospectus Supplement”), which updates or suppleme
LETTERHEAD OF SULLIVAN & CROMWELL LLP]Underwriting Agreement • June 8th, 2016 • 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 1, 2016 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), and BNP Paribas, HSBC Bank plc and J.P. Morgan Securities plc, as representatives of the several Underwriters named therein, of €750,000,000 aggregate principal amount of the Company’s 1.500% Notes due 2023 (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 Thirty-Third Supplemental Indenture, dated as of June 8, 2016 (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,
