exv10w2






Exhibit 10.2




WRITTEN CONSENT

OF AIG CREDIT FACILITY TRUST


October 7, 2010



	 	 	 

	To:
	 	American International Group, Inc., a Delaware corporation (“AIG” or the
“Corporation”)
	 
	 	 
	From:
	 	AIG Credit Facility Trust, a trust established for the sole benefit of the United
States Treasury (the “Trust”)
	 
	 	 
	RE:
	 	Written Consent of the Trust for the Issuance of AIG Equity Securities in
Exchange for Equity Units of AIG




          WHEREAS, the Certificate of Designations (the “Certificate of Designations”) of
Series C Perpetual, Convertible, Participating Preferred Stock (the “Series C Preferred
Stock”) of the Corporation provides anti-dilution protection to the holder of the Series C
Preferred Stock for issuances of the Corporation’s common stock, par value $2.50 per share
(“AIG Common Stock”), in settlement of the Corporation’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, AIG agrees to make an anti-dilution adjustment to the Series C Preferred Stock
to reflect the issuance in public or private exchange offers by the Corporation of Common
Stock in exchange for the Equity Units; and


          WHEREAS, the Corporation and the Trust are simultaneously entering into an
amendment to Section 6.6 of the Series C Preferred Stock Purchase Agreement, dated as of March
1, 2009 (the “Purchase Agreement”), between the Trust and the Corporation to provide that, if
a Conversion Date (as defined in the Certificate of Designations) for any of the shares of
Series C Preferred Stock occurs prior to the issuance of AIG Common Stock in settlement of the
Equity Units, whether such issuance is in accordance with the terms of the Purchase Contract
Agreement (as defined in the Purchase Agreement) or pursuant to a public or private exchange
offer, then the Corporation shall issue to the Trust or to such other person as the Trust may
direct a number of shares of AIG Common Stock equal to the excess of (x) the number of shares
of AIG Common Stock the Trust would have received if it had converted such shares of Series C
Preferred Stock immediately after the issuance of such shares of AIG Common Stock in
settlement of the Equity Units over (y) the number of shares of AIG Common Stock received


 







 







upon the conversion of such shares of Series C Preferred Stock by the Trust plus the number
of shares of AIG Common Stock delivered to the Trust or its designee under the amended Section
6.6 as a result of any earlier settlement of Equity Units;




          NOW, THEREFORE, in reliance on and consideration of the foregoing recitals, the Trust, being
the sole holder of all the 100,000 outstanding shares of Series C Preferred Stock of the
Corporation, hereby consents, in accordance with Section 6.8 of the Purchase Agreement, to the
issuance in public or private exchange offers from time to time by the Corporation of 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 Corporation’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 Corporation on September 14, 2010.




	 	 	 	 	 
	 	[Signature page follows]

 	 
	 	 	 
	 	 	 
	 	 	 
	 




2












 






     IN
WITNESS WHEREOF, the Trust, being the sole holder of the Series C Preferred
Stock of the Corporation, has signed this consent as of October 7, 2010.



	 	 	 	 	 
	 	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