Exhibit 4.3


 





GUARANTEE OF AMERICAN
INTERNATIONAL GROUP, INC.


 


July 26, 2018


 


Subject to the provisions
of Article Sixteen of the Indenture referred to below, the undersigned Guarantor, as primary obligor and not merely as surety,
hereby, jointly and severally with each other Guarantor, unconditionally and irrevocably and fully guarantees, on a senior unsecured
basis to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other
Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium,
if any, and interest on the Securities when and as the same shall become due and payable, whether at stated maturity, upon redemption
or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Securities and (z) the due and punctual payment and performance of all other
monetary obligations of the Company and all other monetary obligations of the other Guarantors (including under the Guarantees),
in each case, to the Holders or the Trustee hereunder, under the Securities or under the Indenture (including amounts due to the
Trustee under Section 6.6 of the Indenture), all in accordance with the terms hereof and thereof (collectively, the “Guarantee
Obligations”); and (b) in case of any extension of time of payment or renewal of any Securities or any of such other
obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension
or renewal, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failure to make payment when
due of any amount so guaranteed, or failure to perform any other obligation of the Company to the Holders under this Indenture
or under the Securities, for whatever reason, shall obligate each Guarantor to pay, or to perform or cause the performance of,
the same immediately.


 


The obligations of
the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Sixteen
of that certain Indenture, dated as of January 26, 2010, as supplemented or otherwise modified from
time to time (the “Indenture”) between Validus Holdings, Ltd. ( the “Company”), and The Bank
of New York Mellon, as trustee, pursuant to which the Company established certain terms of a series of Securities to be known as
the Company’s 8.875% Senior Notes due 2040 (the “Securities”) and reference is hereby made to the
Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Securities to which this Guarantee is endorsed,
by accepting such Securities, agrees to and shall be bound by such provisions. Capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in the Indenture.


 


[Signature on Following Page]


 




    	 



     


    

 


IN WITNESS WHEREOF,
this Guarantee has been duly executed and delivered by the undersigned as of the date first above written.


 


 


	 	AMERICAN INTERNATIONAL GROUP, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Alon Neches
	 	Name:	Alon Neches
	 	Title:	Vice President and Treasurer