Exhibit 4(3)






 





 






AMERICAN
INTERNATIONAL GROUP, INC.







______________


Twenty-Fifth
Supplemental



Indenture


Dated
as of March 20, 2015





______________





(Supplemental to Indenture Dated as of October 12, 2006)



______________





THE BANK OF NEW YORK MELLON,

as Trustee




 

















 


 












 





TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of
March 20, 2015 (the “Twenty-Fifth Supplemental Indenture”), between
American International Group, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”), and The
Bank of New York Mellon, a New York banking corporation, as Trustee (herein
called “Trustee”);


R E C I T A L S:


WHEREAS, the
Company has heretofore executed and delivered to The Bank of New York Mellon,
as trustee, an Indenture, dated as of October 12, 2006 (the “Base Indenture”),
as supplemented by the Fourth Supplemental Indenture, dated as of
April 18, 2007 (the “Fourth Supplemental Indenture”), and the Eighth
Supplemental Indenture, dated as of December 3, 2010 (the “Eighth Supplemental
Indenture”, and, together with the Base Indenture and the Fourth Supplemental
Indenture, the “Existing Indenture”), providing for the issuance from time to
time of the Company’s unsecured debentures, notes or other evidences of
indebtedness (herein and therein called the “Securities”), to be issued in one
or more series; and the Existing Indenture, as may be amended or supplemented
from time to time, including by this Twenty-Fifth Supplemental Indenture, is
hereinafter referred to as the “Indenture”;


WHEREAS,
Section 901 of the Existing Indenture permits the Company and the Trustee to
enter into an indenture supplemental to the Existing Indenture to establish the
form and terms of additional series of Securities;


WHEREAS,
Sections 201, 301 and 901 of the Existing Indenture permit the form and
the terms of Securities of any additional series of Securities to be
established pursuant to an indenture supplemental to the Existing Indenture;


WHEREAS, the
Company has authorized the issuance of $350,000,000 in aggregate principal
amount of its 4.35% Callable Notes due 2045 (the “Notes”);


WHEREAS, the
Notes will be established as a series of Securities under the Indenture;


WHEREAS,
pursuant to resolutions of (i) the Board of Directors of the Company adopted at
a meeting duly called on September 14, 2010, approving certain additional
covenants made by the Company, and (ii) the Risk and Capital Committee
(formerly the Finance and Risk Management Committee) of the Board of Directors
of the Company adopted at meetings duly called on December 4, 2012 and
March 10, 2015, the Company has duly authorized the execution and delivery of
this Twenty-Fifth Supplemental Indenture to establish the form and terms of the
Notes; and


WHEREAS, all
things necessary to make this Twenty-Fifth Supplemental Indenture a valid
agreement according to its terms have been done;






 


 












 





NOW, THEREFORE, THIS TWENTY-FIFTH SUPPLEMENTAL
INDENTURE WITNESSETH:


For and in
consideration of the premises and the purchase of the Notes by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows:


Article ONE



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


Section 1.1           
Relation to Existing Indenture


 This
Twenty-Fifth Supplemental Indenture constitutes a part of the Indenture (the
provisions of which, as modified by this Twenty-Fifth Supplemental Indenture,
shall apply to the Notes) in respect of the Notes, and shall not modify, amend
or otherwise affect the Existing Indenture insofar as it relates to any other
series of Securities or affects in any manner the terms and conditions of the
Securities of any other series.  


Section 1.2           
Definitions 


For all
purposes of this Twenty-Fifth Supplemental Indenture, the capitalized terms
used herein (i) which are defined in this Section 1.2 have the respective
meanings assigned thereto in this Section 1.2, and (ii) which are defined
in the Existing Indenture (and which are not defined in this Section 1.2) have
the respective meanings assigned thereto in the Existing Indenture.  For all
purposes of this Twenty-Fifth Supplemental Indenture: 


(a)               
All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Twenty-Fifth
Supplemental Indenture; and


(b)              
The terms “herein”, “hereof”, and “hereunder” and words of similar
import refer to this Twenty-Fifth Supplemental Indenture.


(c)               
The following terms, as used herein, have the following meanings:


“Base
Indenture” has the meaning set forth in the recitals of this Twenty-Fifth
Supplemental Indenture.


“Clearstream”
means Clearstream Banking, société anonyme, Luxembourg (or any successor
securities clearing agency).


“Closing Date”
means March 20, 2015.






                                                                             -2-












 





“Company” has the meaning set forth in the introductory
paragraph of this Twenty-Fifth Supplemental Indenture.


“Depositary”
means, with respect to Notes issuable or issued in whole or in part in the form
of one or more Global Notes, The Bank of New York Mellon (London Branch), which
is the common depositary for Euroclear and Clearstream, or such successor as
the Company shall designate from time to time in an Officers’ Certificate
delivered to the Trustee.


“Eighth
Supplemental Indenture” has the meaning set forth in the recitals of this
Twenty-Fifth Supplemental Indenture.


“Euroclear”
means Euroclear Bank S.A./N.V. (or any successor securities clearing agency),
as operator of the Euroclear system.


“Existing
Indenture” has the meaning set forth in the recitals of this Twenty-Fifth
Supplemental Indenture.


“Fourth
Supplemental Indenture” has the meaning set forth in the recitals of this
Twenty-Fifth Supplemental Indenture.


“Global Note”
means a Note that evidences all or part of the Notes and bears the Global Note
legend specified in Annex A. 


“Indenture”
has the meaning set forth in the recitals of this Twenty-Fifth Supplemental
Indenture.


“Notes” has
the meaning stated in the recitals of this Twenty-Fifth Supplemental Indenture.


“Regulation S”
means Regulation S under the Securities Act (or any successor provision), as it
may be amended from time to time.


“Regulation S
Legend” means a legend substantially in the form of the Regulation S legend
required in the form of Note set forth in Annex A to be placed upon each Note.


“Restricted
Period” means the period of 41 consecutive days beginning on and including the
later of (i) the day on which the Notes are first offered to persons other than
distributors (as defined in Regulation S) in reliance on Regulation S and (ii)
the Closing Date, except that any offer or sale by a distributor (as defined in
Regulation S) of an unsold allotment shall be deemed to be made during the
Restricted Period.


“Securities”
has the meaning specified in the recitals of this Twenty-Fifth Supplemental
Indenture.


“Securities
Act” means the Securities Act of 1933, as amended from time to time. 






                                                                             -3-












 





“Trustee” has the meaning set forth in the introductory
paragraph of this Twenty-Fifth Supplemental Indenture.


“Twenty-Fifth
Supplemental Indenture” has the meaning set forth in the introductory paragraph
hereof.


Article Two



GENERAL TERMS AND CONDITIONS OF THE NOTES


ARTICLE Two 


Section 2.1           
Forms of Notes Generally


The Notes
shall be in substantially the forms set forth in this Article with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by the Existing Indenture and this Twenty-Fifth
Supplemental Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
thereto, or as may, consistent with the Existing Indenture and this
Twenty-Fifth Supplemental Indenture, be determined by the officers executing
such Notes, as evidenced by their execution of such Notes.


The Notes
shall be issued initially in the form of the Global Notes, registered in the
name of the Depositary or its nominee and deposited with the Trustee, as
custodian for the Depositary, for credit by the Depositary to the respective
accounts of beneficial owners of the Notes represented thereby (or such other
accounts as they may direct).  Each such Global Note will constitute a single
Security for all purposes of the Indenture.  


Section 2.2           
Form of Notes


The Notes
shall be in substantially the form of Annex A to this Twenty-Fifth Supplemental
Indenture.


Section 2.3           
Form of Trustee’s Certificate of Authentication of the Notes


The Trustee’s
certificates of authentication shall be in substantially the following form:


This is one of
the Notes of the series designated therein referred to in the within-mentioned
Indenture.


Dated:


                                                THE
BANK OF NEW YORK MELLON

                                                            As Trustee






                                                                             -4-












 





                                                By:
_________________________________

                                                                                    Authorized
Signatory


Section 2.4           
Title and Terms


Pursuant to
Sections 201 and 301 of the Indenture, there is hereby established a series of
Securities, the terms of which shall be as follows:


(a)               
Designation.  The Notes shall be known and designated as the “4.35%
Callable Notes due 2045.”


(b)              
Aggregate Principal Amount.  The aggregate principal amount of
the Notes that may be authenticated and delivered under this Twenty-Fifth
Supplemental Indenture is initially limited to $350,000,000, except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes issued pursuant to Section 304, 305, 306
or 906 of the Existing Indenture.  The Company may, without the consent of the
Holders of the Notes, issue additional notes of this series in an unlimited
amount having the same ranking, interest rate, Stated Maturity, ISIN numbers and
terms as to status, redemption or otherwise as the Notes (other than dates as
to issuance and the initial accrual of interest), in which event such notes and
the Notes shall constitute one series for all purposes under the Indenture,
including without limitation, amendments, waivers and redemptions.


(c)               
Interest and Maturity.  The Stated Maturity of the Notes shall
be March 20, 2045 and the Notes shall bear interest and have such
other terms as are described in the form of Note attached as Annex A to this
Twenty-Fifth Supplemental Indenture.


(d)              
Additional Amounts.  The Company will pay as additional
interest on the Notes such additional amounts at such time and in such amount
as set forth in the form of Note attached as Annex A to this Twenty-Fifth
Supplemental Indenture, subject to the exceptions and limitations set forth
therein.


(e)               
Redemption.   The Company shall have no obligation to redeem or
purchase the Notes pursuant to any sinking fund or analogous provision, or at
the option of a Holder thereof.  The Notes shall be redeemable at the election
of the Company from time to time, in whole but not in part, at the times and at
the prices specified in the form of Note attached as Annex A to this
Twenty-Fifth Supplemental Indenture.  Notice of redemption shall be given by
first‐class mail, postage prepaid, mailed (or otherwise transmitted in
accordance with applicable procedures of Euroclear or Clearstream, if the Notes
are in the form of the Global Notes registered in the name of Euroclear or
Clearstream, their common depositary (or any nominee thereof) or their nominee)
not less than 30 nor more than 60 or 90 days, as the case may be (as provided
in the form of Note attached as Annex A to this Twenty-Fifth Supplemental
Indenture), prior to the Redemption Date, to each Holder of Notes to be
redeemed at his address appearing in the Security Register. The Company shall
calculate the Redemption Price. 






                                                                             -5-












 





(f)               
Defeasance.   The Notes shall be subject to the defeasance and
discharge provisions of Section 1302 of the Existing Indenture and the
defeasance of certain obligations and certain events of default provisions of
Section 1303 of the Existing Indenture.


(g)              
Denominations.   The Notes shall be issuable only in fully
registered form without coupons and only in denominations of $200,000 and
integral multiples of $1,000 in excess thereof.


(h)              
Authentication and Delivery.  The Notes shall be executed,
authenticated, delivered and dated in accordance with Section 303 of the
Existing Indenture.


(i)                
Additional Covenant and Amendment to the Base Indenture. The
additional covenant of the Company and amendment to the Base Indenture, each as
set forth in Article III of the Eighth Supplemental Indenture, shall apply to
the Notes.


(j)                
Depositary.  With respect to Notes issuable or issued in whole or
in part in the form of one or more Global Notes, the Depositary shall be The
Bank of New York Mellon (London Branch), which is the common depositary for
Euroclear and Clearstream, or such successor as the Company shall designate
from time to time in an Officers’ Certificate delivered to the Trustee.


(k)              
Paying Agent; Transfer Agent; Security Registrar. The Bank of New
York (London Branch) is the initial Paying Agent, at the London office of which
the Notes may be presented or surrendered for payment, registration of transfer
or exchange and notices and demands to or upon the Company in respect to the
Notes and the Indenture may be served. The Trustee shall be an additional
Paying Agent and shall be the Security Registrar, and the Notes may be
presented or surrendered for payment, registration of transfer or exchange, and
notices and demands to or upon the Company in respect to the Notes and the
Indenture may be served, at the Corporate Trust Office of the Trustee in the
Borough of Manhattan, The City of New York. Any designation and appointment of
any transfer or paying agencies may be changed or terminated from time to time
by the Company, and the Company may appoint additional transfer or paying
agencies.      


(l)                
Other Terms. 


(1)              
Business Day. For the purposes of the Notes and this Twenty-Fifth
Supplemental Indenture, “Business Day” means each Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in The City
of New York, London or Taipei, Taiwan are authorized or obligated by law or
executive order to close.


(2)              
Time Zone. All payment dates with respect to the Notes, whether
at maturity, upon earlier redemption or on any interest payment date, shall be
determined in accordance with the time zone applicable to The City of New York.


 




                                                                             -6-












 





Section 2.5           
Exchanges of Global Note for Non-Global Note


Notwithstanding
any other provision in this Indenture, no Global Note may be exchanged in whole
or in part for Notes registered, and no transfer of a Global Note in whole or
in part may be registered, in the name of any Person other than the Depositary
for such Global Note or a nominee thereof unless (A) such Depositary has
notified the Company that it is unwilling or unable or no longer permitted
under applicable law to continue as Depositary for such Global Note and the
Company does not appoint another institution to act as Depositary within 90
days, (B) there shall have occurred and be continuing an Event of Default with
respect to such Global Note, or (C) the Company so directs the Trustee by a
Company Order. 


Section 2.6           
Securities Act Legend; Transfer During the Restricted Period


(a)               
Legends.  Each Note shall bear the Regulation S Legend.


(b)              
Global Note to be Held Through Euroclear or Clearstream During The
Restricted Period.  Until the expiration of the Restricted Period,
beneficial interests in the Global Note shall be held only in or through the
account(s) of The Bank of New York Mellon (London Branch), which is the common
depositary for Euroclear and Clearstream, in its capacity as the Depositary, at
Euroclear or Clearstream, and no person shall be entitled to effect any
transfer or exchange that would result in any such interest being held
otherwise than in or through such an account.


Article Three



MISCELLANEOUS


ARTICLE Three 


Section 3.1           
Relationship to Existing Indenture


This
Twenty-Fifth Supplemental Indenture is a supplemental indenture within the
meaning of the Existing Indenture.  The Existing Indenture, as supplemented and
amended by this Twenty-Fifth Supplemental Indenture, is in all respects
ratified, confirmed and approved and, with respect to the Notes, the Existing
Indenture, as supplemented and amended by this Twenty-Fifth Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.


Section 3.2           
Modification of the Existing Indenture


            Except as expressly modified by this
Twenty-Fifth Supplemental Indenture, the provisions of the Existing Indenture
shall govern the terms and conditions of the Notes.


 


 




                                                                             -7-












 





Section 3.3           
Governing Law


This
instrument shall be governed by and construed in accordance with the laws of
the State of New York.


Section 3.4           
Counterparts 


This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


Section 3.5           
Trustee Makes No Representation


The recitals
contained herein are made by the Company and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof.  The Trustee
makes no representation as to the validity or sufficiency of this Twenty-Fifth
Supplemental Indenture other than its certificates of authentication.


 













                                                                             -8-












 





In Witness Whereof,
the parties hereto have caused this Twenty-Fifth Supplemental Indenture to be
duly executed all as of the day and year first above written.


AMERICAN INTERNATIONAL GROUP, INC.






By: /s/ Monika M. Machon     
                                 

            Name:  Monika M. Machon

             Title:    Senior Vice President and Treasurer


 


 


Attest:


 


 


/s/ Christopher B. Chorengel          _ 


 


 


THE BANK OF NEW YORK MELLON, 

as Trustee




By:  /s/ Francine Kincaid                                    


Name: Francine Kincaid  
           

        Title: Vice President        


 


 













[Signature Page to Twenty-Fifth Supplemental
Indenture]


 


 


 












 





ANNEX
A 


FORM OF THE
NOTES


 


[Global Note legend – ]


            THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE
REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  


[Regulation S Legend –
] 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, PRIOR TO THE
EXPIRATION OF FORTY DAYS FROM THE LATER OF (1) THE DATE ON WHICH THESE NOTES
WERE FIRST OFFERED AND (2) THE DATE OF ISSUANCE OF THESE NOTES, MAY NOT BE
OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON EXCEPT (A) TO THE ISSUER, OR (B) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR 904 OF REGULATION S. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER
THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE. 


EACH PURCHASER AND TRANSFEREE OF THIS NOTE BY ITS
ACCEPTANCE HEREOF REPRESENTS THAT EITHER (A) IT IS NOT ACQUIRING THE NOTE WITH
THE ASSETS OF (1) ANY “EMPLOYEE BENEFIT PLAN” (SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)),
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY
ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” WITHIN THE MEANING OF
ERISA BY REASON OF THE INVESTMENT BY SUCH PLANS OR ACCOUNTS THEREIN OR (2) ANY
GOVERNMENTAL OR NON-U.S. PLAN SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR
OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF THE CODE OR
ERISA (COLLECTIVELY, “SIMILAR LAWS”) OR (B) THE ACQUISITION AND HOLDING OF SUCH
NOTE DOES NOT CONSTITUTE A NON-EXEMPT 



                                                                          -7-



 


 


 












 





PROHIBITED
TRANSACTION UNDER ERISA, THE CODE, OR ANY SIMILAR LAWS. SUCH HOLDER FURTHER
REPRESENTS AND COVENANTS THAT THROUGHOUT THE PERIOD IT HOLDS NOTES, THE
FOREGOING REPRESENTATIONS SHALL BE TRUE.


THIS NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION
(OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR
TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE
DEEMED BY THE ACCEPTANCE OF THIS NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.





 





                                                                          -8-



 


 


 












 





AMERICAN INTERNATIONAL GROUP, INC.



4.35% Callable Notes due 2045


No. [●]

ISIN No.: XS1201950851                                                                                      
       $[●]


AMERICAN
INTERNATIONAL GROUP, INC., a corporation duly organized and existing under the
laws of Delaware (herein called the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to The Bank of New York Depository (Nominees)
Limited, or its registered assigns, the principal sum of [●] Dollars ($[●])
on March 20, 2045, and to pay interest thereon from March 20, 2015, or
from the most recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, semiannually in arrears on each
March 20 and September 20 (each such date, an “Interest Payment
Date”), commencing on September 20, 2015 at the rate of 4.35% per annum,
until the principal hereof is paid or made available for payment.  The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be March 1
or September 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof which shall be given to Holders of Notes of this
series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.


Interest
shall be computed on the basis of a 360‐day year comprised of twelve 30‐day
months.


In the event
that an Interest Payment Date is not a Business Day, the Company shall pay
interest on the next succeeding Business Day, with the same force and effect as
if made on the Interest Payment Date, and without any interest or other payment
with respect to the delay.  If the Stated Maturity or earlier Redemption Date
falls on a day that is not a Business Day, the payment of principal, premium,
if any, and interest need not be made on such date, but may be made on the next
succeeding Business Day, with the same force and effect as if made on the
Stated Maturity or earlier Redemption Date, provided that no interest shall
accrue for the period from and after 



                                                                          -9-



 


 


 












 





such Stated
Maturity or earlier Redemption Date.  For the purposes of this Note, “Business
Day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a
day on which banking institutions in The City of New York, London or Taipei,
Taiwan are authorized or obligated by law or executive order to close.


Payment of
the principal of and premium, if any, and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in the City of
London, which is initially the London office of The Bank of New York Mellon
(London Branch), in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts. 


All record
dates and payment dates with respect to the Notes, whether at maturity, upon
earlier redemption or on any interest payment date, shall be determined in
accordance with the time zone applicable to The City of New York.


Reference is
hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


             





 





                                                                          -10-



 


 


 












 





IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


Dated:


AMERICAN INTERNATIONAL GROUP, INC.







By:______________________________________ 


Name:      Monika M. Machon

Title:        Senior Vice President and                                          Treasurer


 


 


Attest:


 


___________________________


 





 





                                                                          -11-



 


 


 












 





            This is one of the Notes of the series
designated therein referred to in the within-mentioned Indenture.


Dated:


                                                            THE
BANK OF NEW YORK MELLON

                                                                        As
Trustee








                                                                        By:
______________________________

                                                                                        
Authorized Signatory


 


 





 





                                                                          -12-



 


 


 












 





[Reverse of the Notes]


This Note is
one of a duly authorized issue of securities of the Company (herein called the
“Notes”), designated as its 4.35% Callable Notes due 2045, issued and to be
issued in one or more series under an Indenture, dated as of October 12, 2006,
as supplemented by the Fourth Supplemental Indenture, dated as of April 18,
2007, the Eighth Supplemental Indenture, dated as of December 3, 2010, and the
Twenty-Fifth Supplemental Indenture, dated as of March 20, 2015 (as so
supplemented, the “Indenture,” which term shall have the meaning assigned to it
in such instrument), between the Company and The Bank of New York Mellon, as
Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof.


Additional
Amounts


The Company
will, subject to the exceptions and limitations set forth below, pay as
additional interest on the Notes such additional amounts (the “Additional
Amounts”) as are necessary so that the net payment by the Company or a paying
agent of the principal of and interest on the Notes to a person that is a
United States Alien Holder (as defined below), after deduction for any present
or future tax, assessment or governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding on such payment, will not be less than the amount that would have
been payable in respect of the Notes had no withholding or deduction been
required. “United States Alien Holder” means any person that, for United States
federal income tax purposes, is a nonresident alien individual, a foreign
corporation, or an estate or trust that in either case is not subject to United
States federal income tax on a net income basis on income or gain on the Notes,
or a foreign partnership one or more members of which is such a nonresident
alien individual, foreign corporation, or estate or trust.  


The Company’s
obligation to pay Additional Amounts shall not  apply:


(1)              
to any tax, assessment or governmental charge that is imposed or withheld
solely because the beneficial owner, or a fiduciary, settlor, beneficiary or
member of the beneficial owner if the beneficial owner is an estate, trust or
partnership, or a person holding a power over an estate or trust administered
by a fiduciary holder that:


(i)    
is or was present or engaged in trade or business in the United States,
has or had a permanent establishment or fixed base in the 



                                                                          -13-



 


 


 












 





United
States, or has any other present or former connection (other than the mere fact
of being a holder of the Notes) with the United States or any political
subdivision or taxing authority thereof or therein;


(ii)  
is or was a citizen or resident or is or was treated as a resident of
the United States;


(iii)
with respect to the United States, is or was a foreign or domestic
personal holding company, a passive foreign investment company, a controlled
foreign corporation or a foreign private foundation or other foreign tax-exempt
organization, or is or was a corporation that has accumulated earnings to avoid
United States federal income tax; 


(iv)
is or was a bank receiving interest described in
Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended
(the “Code”); or


(v)  
is or was an actual or constructive owner of 10% or more of the total
combined voting power of all classes of the Company’s stock entitled to vote;


(2)              
to any holder that is not the sole beneficial owner of the Notes, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that the beneficial owner, a beneficiary or settlor with respect to the
fiduciary, or a member of the partnership would not have been entitled to the
payment of an additional amount had such beneficial owner, beneficiary, settlor
or member received directly its beneficial or distributive share of the
payment;


(3)              
to any tax, assessment or governmental charge that is imposed or
withheld solely because the beneficial owner or any other person failed to
comply with certification, identification or information reporting requirements
concerning the nationality, residence, identity or connection with the United
States of the holder or beneficial owner of the Notes, if compliance is
required by statute, by regulation of the United States Treasury Department or
by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental
charge;


(4)              
to any tax, assessment or governmental charge that is imposed other than
by deduction or withholding by the Company or a paying agent from the payment;


 



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(5)              
to any tax, assessment or governmental charge that is imposed or
withheld solely because of a change in law, regulation, or administrative or
judicial interpretation that is announced or becomes effective after the day on
which the payment becomes due or is duly provided for, whichever occurs later;


(6)              
to an estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or any similar tax, assessment or governmental charge;


(7)              
to any tax, assessment or other governmental charge any paying agent
(which term may include the Company) must withhold from any payment of
principal of or interest on any Note, if such payment can be made without such
withholding by any other paying agent; or


(8)              
in the case of any combination of the above items.


            Any amounts to be paid on the Notes will be paid
net of any deduction or withholding imposed or required pursuant to Sections
1471 through 1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b)
of the Code, or any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement entered into in connection
with the implementation of such Sections of the Code, and no additional amounts
will be required to be paid on account of any such deduction or withholding.


 


Any reference in the terms of the Notes to any
amounts in respect of the Notes shall be deemed also to refer to any Additional
Amounts which may be payable under this section “Additional Amounts”.


Optional
Redemption


The Notes of
this series are subject to redemption on each March 20 on or after
March 20, 2017, in whole but not in part, at the election of the Company,
upon not less than 30 nor more than 60 days’ notice given as provided in the
Indenture, at a Redemption Price equal to 100% of the principal amount of the
Notes being redeemed plus accrued and unpaid interest to, but excluding, the
Redemption Date. The Company shall calculate the Redemption Price.


Redemption
Upon a Tax Event


If
(a) the Company becomes or will become obligated to pay Additional Amounts
with respect to any Notes pursuant to the section “Additional Amounts” set
forth above as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendment to, any official position regarding the application or
interpretation of such laws, regulations or rulings, 



                                                                          -15-



 


 


 












 





which
change or amendment is announced or becomes effective, on or after March 4,
2015 or (b) a taxing authority of the United States takes any action on or
after March 4, 2015, whether or not with respect to the Company or any of its
affiliates, that results in a substantial probability that the Company will or
may be required to pay such Additional Amounts, then the Company will have the
right to redeem, in whole and not in part, the Notes of this series at any time
on not less than 30 nor more than 90 days’ notice, at a Redemption Price equal
to 100% of the principal amount of the Notes being redeemed plus accrued and
unpaid interest to, but excluding, the Redemption Date. No redemption pursuant
to (b) above may be made unless the Company shall have received an opinion
of independent counsel of recognized standing to the effect that an act taken
by a taxing authority of the United States results in a substantial probability
that the Company may be required to pay the Additional Amounts pursuant to the
section “Additional Amounts” set forth above and the Company shall have
delivered to the Trustee a copy of such opinion and a certificate, signed by
two of officers of the Company, stating that based on such opinion the Company
is entitled to redeem the Notes pursuant to their terms.


Other Terms


The Notes of
this series do not have the benefit of any sinking fund obligation and are not
subject to repurchase at the option of the Holders.


The Indenture
contains provisions for defeasance at any time of the entire indebtedness of this
Note or certain restrictive covenants and Events of Default with respect to
this Note, in each case upon compliance with certain conditions set forth in
the Indenture.


If an Event
of Default with respect to Notes of this series shall occur and be continuing,
the principal of the Notes of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.





                                                                          -16-



 


 


 












 





As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Notes of this series, the Holders of not less than 25% in
principal amount of the Notes of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Notes of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Note for
the enforcement of any payment of principal hereof or premium, if any, or
interest hereon on or after the respective due dates expressed herein.


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and premium, if any, or interest on this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.


As provided
in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender
of this Note for registration of transfer at the office or agency of the
Company in any place where the principal of and premium, if any, or interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


The Notes of
this series are issuable only in fully registered form without coupons in
denominations of $200,000 and any integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, the Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.


No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


Prior to due
presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not 



                                                                          -17-



 


 


 












 





this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


All terms
used in this Note which are defined in the Indenture shall have the meaning
assigned to them in the Indenture.


 


 







                                                                          -18-