exv10w1






Exhibit 10.1






AMENDMENT NO. 2 TO SERIES C PERPETUAL, CONVERTIBLE,

PARTICIPATING PREFERRED STOCK

PURCHASE AGREEMENT




     AMENDMENT NO. 2 (this “Amendment”) dated as of October 7, 2010 to the Series C Perpetual,
Convertible, Participating Preferred Stock Purchase Agreement, dated as of March 1, 2009 (as
amended from time to time, the “Purchase Agreement”), between AIG CREDIT FACILITY TRUST, a trust
established for the sole benefit of the United States Treasury (the “Trust”), and AMERICAN
INTERNATIONAL GROUP, INC., a Delaware corporation (the
“Company”).



W I T N E S S E T H:




     WHEREAS, the Trust and the Company are parties to the Purchase Agreement;



     WHEREAS, the Certificate of Designations (the “Certificate of Designations”) of Series C
Perpetual, Convertible, Participating Preferred Stock (the
“Series C Preferred Stock”) of the
Company provides anti-dilution protection to the holder of the Series C Preferred Stock for
issuances of the Company’s common stock, par value $2.50 per share (“AIG Common Stock”), in
settlement of the Company’s Equity Units (as defined in the Certificate of Designations), as set
forth in the definition of “Number of Outstanding Shares” in the Certificate of Designations;



     WHEREAS, the Company intends to issue in public or private exchange offers from time to time a
number of shares of AIG Common Stock not to exceed 7,736,904 shares of AIG Common Stock, being the
number of shares of AIG Common Stock into which the Company’s Equity Units are convertible based on
the maximum number of shares of AIG Common Stock deliverable, in exchange for the Equity Units, as
approved by the Board of Directors of the Company on September 14, 2010; and



     WHEREAS, the Trust and the Company desire to amend the Purchase Agreement as contemplated by
the Written Consent of AIG Credit Facility Trust, dated even date herewith;



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     Section 1. Definitions; References. Unless otherwise specifically defined herein, each term
used but not defined herein which is defined in the Purchase Agreement shall have the meaning
assigned to such term in the Purchase Agreement. Each reference to “this Agreement,” “hereof,”
“hereunder,” “herein” and “hereby” and each other similar reference in the Purchase Agreement
shall, after the Amendment Effective Date (as defined in Section 3 of this Amendment), refer to the
Purchase Agreement as amended hereby.



     Section 2. Amendment to Section 6.6. Section 6.6 of the Purchase Agreement is hereby amended
to read in its entirety as follows: “If a Conversion Date (as defined in the Certificate of
Designations) for any of the Shares occurs prior to the issuance of Common Stock in settlement of
the Equity Units, whether such issuance is in accordance with the terms of the Purchase Contract
Agreement or pursuant to a public or private exchange offer or other transaction, then the Company
shall, concurrently with each such settlement date for the Equity Units following



 









 





such Conversion Date, issue to the Trust or to such other Person as the Trust may direct a number
of shares of Common Stock equal to the excess of (x) the number of shares of Common Stock the Trust
would have received if it had converted such Shares immediately after the issuance of such shares
of Common Stock in settlement of the Equity Units over (y) the number of shares of Common Stock
received upon the conversion of such Shares by the holder thereof plus the number of shares of
Common Stock delivered to the Trust or its designee under this Section 6.6 as a result of any
earlier settlement of such Equity Units. Any such shares of Common Stock issued to the Trust shall
be registered for the sole benefit of the United States Treasury in the name of the Trustees in
their capacities as Trustees of the Trust. Any such shares of Common Stock issued to such other
Person shall be registered in the name of such other Person as the Trustees may direct in their
capacities as Trustees of the Trust.”



     Section 3. Conditions to Effectiveness. This Amendment shall become effective on the date (the
“Amendment Effective Date”) when, and only when, the Trust shall have received from the Company a
counterpart hereof signed by the Company.



     Section 4. Governing Law. This Amendment, and the rights and obligations of the parties
hereunder, shall be governed by, and construed and interpreted in accordance with, United States
federal law and not the law of any State. To the extent that a court looks to the laws of any State
to determine or define the United States federal law, it is the intention of the parties hereto
that such court shall look only to the laws of the State of New York without regard to the rules of
conflicts of laws.



     Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. Delivery by telecopier or electronic transmission of an executed counterpart
of a signature page to this Amendment shall be effective as delivery of an original executed
counterpart of this Amendment.




2












 





     IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date first written above.



	 	 	 	 	 	 	 

	 	 	AIG CREDIT FACILITY TRUST, a

     trust established for the sole benefit of

     the United States Treasury	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jill M. Considine
 

Name: Jill M. Considine
	 	 
	 

	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chester B. Feldberg
 

Name: Chester B. Feldberg
	 	 
	 

	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter A. Langerman
 

Name: Peter A. Langerman
	 	 
	 

	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN INTERNATIONAL GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David L. Herzog
 

Name: David L. Herzog
	 	 
	 

	 	 	 	Title:   Executive Vice President and 

            Chief Financial Officer