EX-4.3






Exhibit 4.3




EXECUTION COPY




 

 








AMERICAN INTERNATIONAL GROUP, INC.




 






Seventh Supplemental




Indenture




Dated as of August 18, 2008




 






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




 






THE BANK OF NEW YORK MELLON,

as Trustee




 

 








 









 





     SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 18, 2008 (the “Seventh 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”, and as supplemented by
the Fourth Supplemental Indenture, dated as of April 18, 2007, the “Existing Indenture”) (the
Existing Indenture, as the same may be amended or supplemented from time to time, including by this
Seventh Supplemental Indenture, the “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 as provided in the Indenture, the
First Supplemental Indenture, dated as of December 19, 2006, the Second Supplemental Indenture,
dated as of January 18, 2007, the Third Supplemental Indenture, dated as of March 23, 2007, the
Fourth Supplemental Indenture, dated as of April 18, 2007, the Fifth Supplemental Indenture, dated
as of September 20, 2007, and the Sixth Supplemental Indenture, dated as of February 26, 2008, to
the Base 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 provide for the issuance of, and
establish the form and terms of, additional series of Securities;



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



     WHEREAS, Section 301 of the Existing Indenture permits the terms 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 $3,250,000,000 in aggregate principal
amount of its 8.250% Notes due 2018 (the “Notes”);



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



     WHEREAS, the Company has duly authorized the execution and delivery of this Seventh
Supplemental Indenture to establish the form and terms of the Notes; and



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



     NOW, THEREFORE, THIS SEVENTH 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 Seventh Supplemental Indenture constitutes a part of the Existing Indenture (the
provisions of which, as modified by this Seventh Supplemental Indenture, shall apply to the Notes)
in respect of the Notes but 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 Seventh Supplemental Indenture, the capitalized terms used herein (i)
which are defined in this Section 1.2 have the respective meanings assigned hereto 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 Seventh Supplemental Indenture:



     1.2.1 All references herein to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this Seventh Supplemental Indenture;



     1.2.2 The terms “herein”, “hereof”, and “hereunder” and words of similar import refer to this
Seventh Supplemental Indenture; and



     1.2.3 The following terms, as used herein, have the following meanings:



     “Adjusted Treasury Rate” has the meaning specified in the form of Note contained in Section
2.3.



     “Agent Member” means any member of, or participant in, the Depositary.



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     “Applicable Procedures” means, with respect to any transfer or transaction involving a Global
Note or beneficial interest therein, the rules and procedures of the Depositary for such Note, to
the extent applicable to such transaction and as in effect at the time of such transfer or
transaction.



     “Base Indenture” has the meaning set forth in the recitals of this Seventh Supplemental
Indenture.



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



     “Closing Date” means August 18, 2008.



     “Code” means the Internal Revenue Code of 1986, as amended.



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



     “Comparable Treasury Issue” has the meaning specified in the form of Note contained in Section
2.3.



     “Comparable Treasury Price” has the meaning specified in the form of Note contained in Section
2.3.



     “Depositary” means, with respect to Notes issuable or issued in whole or in part in the form
of one or more Global Notes, DTC, for so long as it shall be a clearing agency registered under the
Exchange Act, or such successor (which shall be a clearing agency registered under the Exchange
Act) as the Company shall designate from time to time in an Officers’ Certificate delivered to the
Trustee.



     “DTC” means The Depository Trust Company.



     “ERISA” means The Employee Retirement Income Security Act of 1974, as amended from time to
time.



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



     “Exchange Notes” means the notes issued pursuant to the Exchange Offer and their Successor
Notes. The Exchange Notes shall be deemed part of the same series as the Original Notes for which
they are exchanged.



     “Exchange Offer” has the meaning specified in the form of Note contained in Section 2.2.



     “Exchange Offer Registration Statement” has the meaning specified in the form of Note
contained in Section 2.2.



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     “Existing Indenture” has the meaning set forth in the recitals of this Seventh Supplemental
Indenture.



     “Global Note” means a Note that evidences all or part of the Notes and bears the legend
specified in Section 2.2. The Restricted Global Note, the Regulation S Global Note and the
Unrestricted Global Note representing the Notes shall each be a Global Note.



     “Initial Purchasers” means Credit Suisse Securities (USA) LLC, Morgan Stanley & Co.
Incorporated, Greenwich Capital Markets, Inc., UBS Securities LLC, BNP Paribas Securities Corp.,
Daiwa Securities America Inc., KeyBanc Capital Markets Inc., Mitsubishi UFJ Securities
International plc, Mizuho Securities USA Inc. and Santander Investment Securities Inc.



     “Indenture” has the meaning set forth in the recitals of this Seventh Supplemental Indenture.



     “Interest Payment Date” has the meaning specified in the form of Note contained in Section
2.2.



     “Issue Date” has the meaning specified in the form of Note contained in Section 2.2.



     “Notes” has the meaning stated in the recitals of this Seventh Supplemental Indenture.



     “Original Notes” means all Notes other than Exchange Notes and Unrestricted Notes.



     “Primary Treasury Dealer” has the meaning specified in the form of Note contained in Section
2.3.



     “Quotation Agent” has the meaning specified in the form of Note contained in Section 2.3.



     “Reference Treasury Dealer” has the meaning specified in the form of Note contained in Section
2.3.



     “Reference Treasury Dealer Quotations” has the meaning specified in the form of Note contained
in Section 2.3.



     “Registration Default” has the meaning specified in the form of Note contained in Section 2.2.



     “Registration Default Period” has the meaning specified in the form of Note contained in
Section 2.2.



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     “Registration Rights Agreement” has the meaning specified in the form of Note contained in
Section 2.2.



     “Regular Record Date” has the meaning specified in the form of Note contained in Section 2.2.



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



     “Regulation S Global Note” has the meaning specified in Section 2.1.



     “Regulation S Legend” means a legend substantially in the form of the legend required in the
form of Note set forth in Section 2.2 to be placed upon each Regulation S Note.



     “Regulation S Notes” means all Notes required pursuant to Section 2.6(b) to bear a Regulation
S Legend. Such term includes the Regulation S Global Note.



     “Restricted Global Note” has the meaning specified in Section 2.1.



     “Restricted Note” means all Notes required pursuant to Section 2.6(b) to bear any Restricted
Notes Legend. Such term includes the Restricted Global Note.



     “Restricted Notes Certificate” means a certificate substantially in the form set forth in
Annex A.



     “Restricted Notes Legend” means a legend substantially in form of the legend required in the
form of Note set forth in Section 2.2 to be placed upon each Restricted Note.



     “Restricted Period” means the period of 41 consecutive days beginning on 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.



     “Rule 144A” means Rule 144A under the Securities Act (including any successor rule thereto),
as the same may be amended from time to time.



     “Rule 144A Notes” means all Notes initially sold by the Initial Purchasers in reliance on Rule
144A.



     “Securities” has the meaning specified in the recitals of this Seventh Supplemental Indenture.



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



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     “Securities Act Legend” means the Restricted Notes Legend and/or the Regulation S Legend.



     “Seventh Supplemental Indenture” has the meaning set forth in the introductory paragraph
hereof.



     “Shelf Registration Statement” has the meaning specified in the form of Note contained in
Section 2.2.



     “Special Interest” has the meaning specified in the form of Note contained in Section 2.2.



     “Successor Note” of any particular Note means every Note issued after, and evidencing all or a
portion of the same debt as that evidenced by, such particular Note; and, for the purposes of this
definition, any Exchange Note issued in exchange for an Original Note shall be deemed a successor
Note of such Original Note and any Note authenticated and delivered under Section 304, 305, 306 or
906 of the Existing Indenture in exchange for or in lieu of a Note shall be deemed to evidence the
same debt as the particular Note.



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



     “Unrestricted Global Note” means a Global Note that does not contain a Securities Act Legend.
On the Closing Date, the Unrestricted Global Note will have an initial principal amount of zero.



     “Unrestricted Note” means any Note represented by the Unrestricted Global Note.



     “Unrestricted Notes Certificate” means a certificate substantially in the form set forth in
Annex B.



ARTICLE TWO




GENERAL TERMS AND CONDITIONS OF THE NOTES





			
	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 Seventh 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 as may, consistent with the Existing Indenture
and this Seventh



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Supplemental Indenture, be determined by the officers executing such Notes, as evidenced by
their execution of such Notes.



     The Trustee’s certificate of authentication shall be in substantially the form set forth in
Section 2.4.



     Upon their original issuance, the Rule 144A Notes and the Regulation S Notes shall be issued
in the form of separate 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. The Global Notes representing Rule 144A Notes, together with their Successor Notes
which are Global Notes other than Regulation S Global Notes or Unrestricted Global Notes, are
collectively herein called the “Restricted Global Note.” The Global Notes representing Regulation
S Notes, together with their Successor Notes which are Global Notes other than Restricted Global
Notes or Unrestricted Global Notes, are collectively herein called the “Regulation S Global Notes.”




			
	Section 2.2	 	Form of Face of the Notes





     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 IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”), A NEW YORK CORPORATION, TO AMERICAN INTERNATIONAL GROUP, INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO.
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     [INCLUDE IF NOTE IS A RESTRICTED NOTE — THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED



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(THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED
THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.




     THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR
MORE QUALIFIED INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
OR (3) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS, PURSUANT TO THE TERMS AND
CONDITIONS OF REGULATION S UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.



     EACH PURCHASER AND TRANSFEREE OF THIS NOTE BY ITS ACCEPTANCE HEREOF REPRESENTS THAT EITHER (A)
IT IS NOT ACQUIRING THE NOTES 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 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



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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.]



     [INCLUDE IF NOTE IS A REGULATION S NOTE — 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 A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE OTHER QUALIFIED INSTITUTIONAL BUYERS
IN ACCORDANCE WITH RULE 144A, 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 NOTES 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 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



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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.]



AMERICAN INTERNATIONAL GROUP, INC.




8.250% NOTE DUE 2018




	 	 	 
	No.                     
	 	 
	CUSIP No.: [026874 BU0 (144A)/U02687 CB2 (Reg. S)]

	 	$                    






     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 Cede & Co., or
its registered assigns, the principal sum of [   ] dollars on August 15, 2018, and to pay interest
thereon from August 18, 2008, 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 February 15 and
August 15 (each such date, an “Interest Payment Date”), commencing on February 15, 2009 at the rate
of 8.250% 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 the January 31 or July 31 (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 day that is a 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, if any, need not be made on such date, but may be made
on the next succeeding Business Day,



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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 such Stated Maturity or
earlier Redemption Date.



     [INCLUDE IF NOTE IS ORIGINAL NOTE — Pursuant to the Exchange and Registration Rights
Agreement, dated as of August 18, 2008 (the “Registration Rights Agreement”), by and among the
Company and the Initial Purchasers, the Company has agreed for the benefit of the Holders from time
to time of this Note that it will (i) file under the Securities Act, no later than 270 days after
the date on which this Note is initially issued (the “Issue Date”), a registration statement (the
“Exchange Offer Registration Statement”) relating to an offer to exchange this Note for a new debt
security having terms substantially identical to this Note but that is registered under the
Securities Act (the “Exchange Offer”), (ii) use its commercially reasonable efforts to cause the
Exchange Offer Registration Statement to become effective under the Securities Act no later than
360 days following the Issue Date and (iii) use its commercially reasonable efforts to commence and
complete the Exchange Offer promptly, but no later than 30 days after the Exchange Offer
Registration Statement has become effective; provided, however, that if on or prior to the time the
Exchange Offer is completed, existing interpretations of the Securities and Exchange Commission or
the staff thereof are changed such that this Note is not or would not be, upon receipt under the
Exchange Offer, transferable by the Holder of this Note (other than a “Restricted Holder” as
defined in the Registration Rights Agreement) without restriction under the Securities Act, the
Company has agreed to file under the Securities Act no later than 360 days after the Issue Date, a
“shelf” registration statement providing for the registration of and the sale on a continuous or
delayed basis by the Holder of this Note (such registration statement, the “Shelf Registration
Statement”) and to use its commercially reasonable efforts to cause the Shelf Registration
Statement to become effective no later than 30 days after the Shelf Registration Statement is
filed.



     In the event that (i) the Exchange Offer has not been completed within 390 days after the
Issue Date, (ii) a Shelf Registration Statement is required to be filed and is not effective within
390 days of the Issue Date, or (iii) the Exchange Offer Registration Statement or, if applicable,
the Shelf Registration Statement is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to a stop order, except as permitted by the
Registration Rights Agreement, in each case (i) through (iii) upon the terms and conditions set
forth in the Registration Rights Agreement (each such event referred to in clauses (i) through
(iii), a “Registration Default” and each period during which a Registration Default has occurred
and is continuing, until the earlier of such time as no Registration Default is in effect or the
second anniversary of the Issue Date, a “Registration Default Period”), then special interest
(“Special Interest”) will accrue (in addition to any stated interest on this Note) at a per annum
rate of 0.125% for the first 90 days of the Registration Default Period and shall increase by
0.125% per annum at the end of the 90-day period; provided that in no event shall Special Interest
accrue at a rate in excess of 0.25% per annum in the aggregate. In the case of a Registration
Default, the Company’s only obligation under the



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Registration Rights Agreement is to pay Special Interest. Accrued Special Interest, if any,
shall be paid in cash in arrears on each Interest Payment Date for the Notes; and the amount of
accrued Special Interest shall be determined on the basis of the number of days actually elapsed.]



     Payment of the principal of and any premium and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, 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.



     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.



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



Dated:




	 	 	 	 	 
	 	 	AMERICAN INTERNATIONAL GROUP, INC.
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 





[SEAL]




	 	 	 
	Attest:
	 	 
	 
	 	 
	 

	 	 
	 


	 	 







			
	Section 2.3	 	 Form of 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 8.250% Notes due 2018, 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, and the Seventh Supplemental Indenture, dated as of August
18, 2008 (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



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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.




     The Notes of this series are subject to redemption at any time, in whole or 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 the greater of (i) 100% of the principal amount,
together with accrued interest to the Redemption Date, and (ii) as determined by the Quotation
Agent, the sum of the present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of the Redemption Date)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate plus 65 basis points, plus accrued interest to
the Redemption Date.



     The definitions of certain terms used in the paragraph above are listed below.



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.



     “Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent
as having a maturity comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the Notes.



     “Comparable Treasury Price” means, with respect to any Redemption Date, the average of the
Reference Treasury Dealer Quotations for such Redemption Date.



     “Quotation Agent” means AIG Financial Products Corp. or any other firm appointed by the
Company, acting as quotation agent for the Notes. Any successor or substitute Quotation Agent may
be an Affiliate of the Company.



     “Reference Treasury Dealer” means each of Credit Suisse Securities (USA) LLC, Morgan Stanley &
Co. Incorporated, Greenwich Capital Markets, Inc., and UBS Securities LLC or its respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall
substitute therefor another Person that is a Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Quotation Agent after consultation with the Company.



-14-









 





     “Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on
the third Business Day preceding such Redemption Date.



     In the event of redemption of this Note in part only, a new Note or Notes of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.



     The Notes do not have the benefit of any sinking fund obligation.



     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. To the extent permitted by law, the Company may
also amend or modify the rights of a particular Note or Notes of this series without the consent or
approval of the other Holders of Notes of this series. 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.



     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



-15-









 







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 any premium or interest hereon on or after the respective due dates
expressed herein.



     Unless the context otherwise requires, the Original Notes (as defined in the Indenture) and
the Exchange Notes (as defined in the Indenture) shall constitute one series for all purposes under
the Indenture, including without limitation, amendments, waivers and redemptions.



     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 any premium 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 any premium 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 $100,000 and any multiple 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 this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



-16-









 





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




			
	Section 2.4	 	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.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON
As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




			
	Section 2.5	 	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 “8.250% Notes due 2018.”



     (b) Aggregate Principal Amount. The aggregate principal amount of the Notes that may be
authenticated and delivered under this Seventh Supplemental Indenture is limited to $3,250,000,000,
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 or Article Two of this Seventh Supplemental Indenture. The Company may, without the
consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate,
Stated Maturity, CUSIP and ISIN numbers and terms as to status, redemption or otherwise as the
Notes, 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 August 15, 2018 and the
Notes shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of
this Seventh Supplemental Indenture.



     (d) 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 or in part, at the times
and at the prices specified in the form of Note set forth in Section 2.3 of this Seventh
Supplemental Indenture.



-17-









 





     (e) 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.



     (f) Denominations. The Notes shall be issuable only in fully registered form without coupons
and only in denominations of $100,000 and multiples of $1,000 in excess thereof.



     (g) Exchange Notes. Unless the context otherwise requires, the Original Notes and the
Exchange Notes issued in exchange for such Original Notes shall constitute one series for all
purposes under the Indenture, including without limitation, amendments, waivers and redemptions.
All Exchange Notes issued upon any exchange of the Original Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as
the Original Notes surrendered upon such exchange. Subject to the second paragraph of Section 307
of the Existing Indenture, each Exchange Note delivered in exchange for an Original Note shall
carry the rights to interest accrued and unpaid, and to accrue, which were carried by such Original
Note.



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




			
	Section 2.6	 	Transfer and Exchanges; Securities Act Legends





     (a) Certain Transfers and Exchanges. Transfers and exchanges of Notes and beneficial
interests in a Global Note shall be made only in accordance with this Section 2.6(a).




     (i) Restricted Global Note to Regulation S Global Note or Unrestricted Global Note.
If the owner of a beneficial interest in the Restricted Global Note wishes to transfer such
interest to a Person who wishes to acquire the same in the form of a beneficial interest in
the Regulation S Global Note or the Unrestricted Global Note, such transfer may be effected
only in accordance with the provisions of this Section 2.6(a)(i) and subject to the
Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of (i) an order
given by the Depositary or its authorized representative directing that a beneficial
interest in the Regulation S Global Note or Unrestricted Global Note in a specified
principal amount be credited to a specified Agent Member’s account and that a beneficial
interest in the Restricted Global Note in an equal amount be debited from the same or
another specified Agent Member’s account and (ii) an Unrestricted Notes Certificate,
satisfactory to the Company and duly executed by the Holder of such Restricted Global Note
or his attorney duly authorized in writing, then the Trustee, as Security Registrar, shall
reduce the principal amount of such Restricted Global Note and increase the principal
amount of the Regulation S Global Note or the Unrestricted Global Note by such specified
principal amount,



-18-









 






provided that if the transfer is to occur during the Restricted Period, then such
Person will take delivery in the form of a Regulation S Global Note.




     (ii) Regulation S Global Note to Restricted Global Note. If during the Restricted
Period, the owner of a beneficial interest in the Regulation S Global Note wishes to
transfer such interest to a Person who wishes to acquire the same in the form of a
beneficial interest in the Restricted Global Note, such transfer may be effected only in
accordance with this Section 2.6(a)(ii) and subject to the Applicable Procedures. Upon
receipt by the Trustee, as Security Registrar, of (i) an order given by the Depositary or
its authorized representative directing that a beneficial interest in the Restricted Global
Note in a specified principal amount be credited to a specified Agent Member’s account and
that a beneficial interest in the Regulation S Global Note in an equal principal amount be
debited from the same or another specified Agent Member’s account and (ii) a Restricted
Notes Certificate, satisfactory to the Company and duly executed by the Holder of such
Regulation S Global Note or his attorney duly authorized in writing, then the Trustee, as
Security Registrar, shall reduce the principal amount of such Regulation S Global Note and
increase the principal amount of the Restricted Global Note by such specified principal
amount.




     (iii) Regulation S Global Note to be Held Through Euroclear or Clearstream During
Restricted Period. The Company shall use its best efforts to cause the Depositary to
ensure that, until the expiration of the Restricted Period, beneficial interests in the
Regulation S Global Note may be held only in or through accounts maintained at the
Depositary by Euroclear and Clearstream (or by Agent Members acting for the account
thereof), 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;
provided that this Section 2.6(a)(iii) shall not prohibit any transfer or exchange of such
an interest in accordance with Section 2.6(a)(ii) above.




     (iv) Global Note to 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.



     (b) Securities Act Legends. Rule 144A Notes and their Successor Notes (other than
Unrestricted Global Notes) shall bear the Restricted Notes Legend, and



-19-









 







Regulation S Notes and their Successor Notes (other than Unrestricted Global Notes) shall bear
the Regulation S Legend.



ARTICLE THREE




MISCELLANEOUS





			
	Section 3.1	 	Relationship to Existing Indenture





     The Seventh Supplemental Indenture is a supplemental indenture within the meaning of the
Existing Indenture. The Existing Indenture, as supplemented and amended by this Seventh
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 Seventh 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 Seventh Supplemental Indenture, the provisions of the
Existing Indenture shall govern the terms and conditions of the Notes.




			
	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 Seventh Supplemental Indenture other than its certificates of
authentication.



-20-









 





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



	 	 	 	 	 	 	 	 	 	 	 
	 	 	AMERICAN INTERNATIONAL GROUP, INC.	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By
	 	 	 	 	 	/s/ Robert A. Gender	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Robert A. Gender	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President and Treasurer	 	 






	 	 	 
	Attest:
	 	 
	 
	 	 
	 

	 	 
	     /s/ Kathleen E. Shannon
	 	 
	 


	 	 
	 
	 	 
	Kathleen E. Shannon
	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON,
as Trustee	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By	 	 	 	  /s/ Sherma Thomas	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Sherma Thomas	 	 
	 

	 	 	 	 	 	Title:
	 	Assistant Treasurer	 	 







 









 








ANNEX A — Form of

Restricted Notes Certificate




RESTRICTED NOTES CERTIFICATE




The Bank of New York Mellon

101 Barclay Street, Floor 8 West

New York, New York 10286

Attn: Corporate Trust Administration





			
	     Re:	 	8.250% Notes Due 2018 of American International Group, Inc. (the “Notes”)





     Reference is made to the Indenture, dated as of October 12, 2006, between American
International Group, Inc. (the “Company”) and The Bank of New York Mellon, as Trustee, as
supplemented (the “Indenture”). Terms used herein and defined in the Indenture or in Rule 144A
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so
defined.



     This certificate relates to U.S.$                     principal amount of Notes, which are evidenced
by the following certificate(s) (the “Specified Securities”):



     CUSIP No(s). [026874 BU0 (144A)/U02687 CB2 (Reg. S)]



     ISIN [US026874BU01 (144A)/USU02687CB20 (Reg. S)]



     COMMON CODE



     CERTIFICATE No(s).                                         



     The person in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that (i) it is the sole beneficial owner of the Specified Securities, (ii) it is acting
on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them
to do so or (iii) it is the Holder of a Global Note and has received a certification to the effect
set forth below. Such beneficial owner or owners are referred to herein collectively as the
“Owner”. If the Specified Securities are represented by a Global Note, they are held through the
Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the
Specified Securities are not represented by a Global Note, they are registered in the name of the
Undersigned, as or on behalf of the Owner.



     The Owner has requested that the Specified Securities be transferred to a person (the
“Transferee”) who will take delivery in the form of a Restricted Global Note. In connection with
such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to
an effective registration statement under the Securities Act, it is being effected in accordance
with Rule 144A under the Securities Act and all



A-1









 







applicable securities laws of the states of the United States and other jurisdictions.
Accordingly, the Owner hereby further certifies as follows:




     (A) the Specified Securities are being transferred to a person that the Owner
and any person acting on its behalf reasonably believe is a “qualified
institutional buyer” within the meaning of Rule 144A, acquiring for its own account
or for the account of a qualified institutional buyer; and




     (B) the Owner and any person acting on its behalf have taken reasonable steps
to ensure that the Transferee is aware that the Owner may be relying on Rule 144A
in connection with the transfer.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



Dated:




	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	(Print the name of the Undersigned, as such term is
defined in the third paragraph of this certificate.)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf
of the Undersigned must be stated.)






A-2









 





ANNEX B — Form of

Unrestricted Notes Certificate




UNRESTRICTED NOTES CERTIFICATE




The Bank of New York Mellon

101 Barclay Street, Floor 8 West

New York, New York 10286

Attn: Corporate Trust Administration





			
	     Re:	 	8.250% Notes Due 2018 of American International Group, Inc. (the “Notes”)





     Reference is made to the Indenture, dated as of October 12, 2006, between American
International Group, Inc. (the “Company”) and The Bank of New York Mellon, as Trustee, as
supplemented (the “Indenture”). Terms used herein and defined in the Indenture or in Regulation S,
Rule 144 or Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are
used herein as so defined.



     This certificate relates to U.S. $                     principal amount of Notes, which are evidenced
by the following certificate(s) (the “Specified Securities”):



     CUSIP No(s). [026874 BU0 (144A)/U02687 CB2 (Reg. S)]



     ISIN [US026874BU01 (144A)/USU02687CB20 (Reg. S)]



     COMMON CODE



     CERTIFICATE No(s).                                         



     The person in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that (i) it is the sole beneficial owner of the Specified Securities, (ii) it is acting
on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them
to do so or (iii) it is the Holder of a Global Note and has received a certification to the effect
set forth below. Such beneficial owner or owners are referred to herein collectively as the
“Owner”. If the Specified Securities are represented by a Global Note, they are held through the
Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the
Specified Securities are not represented by a Global Note, they are registered in the name of the
Undersigned, as or on behalf of the Owner.



     The Owner has requested that the Specified Securities be transferred to a person (the
“Transferee”) who will take delivery in the form of a Regulation S Global Note (if certification is
given during the Restricted Period pursuant to paragraph (1) below) or an Unrestricted Global Note
(if certification is given (a) after the Restricted Period pursuant to paragraph (1) or (b)
pursuant to paragraph (2)). In connection with such transfer, the



B-1









 







Owner hereby certifies or has certified that, unless such transfer is being effected pursuant
to an effective registration statement under the Securities Act, it is being effected in accordance
with Rule 904 of Regulation S or Rule 144 under the Securities Act and all applicable securities
laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby
further certifies or has certified as follows:




     (1) Rule 904 Transfers. If the transfer is being effected in accordance with
Rule 904 of Regulation S:




     (A) the Owner is not a Distributor of the Securities, an affiliate of the
Company or any such Distributor or a person acting on behalf of any of the
foregoing;




     (B) the offer of the Specified Securities was not made to a person in the
United States or for the account or benefit of a U.S. Person;




     (C) either:




     (i) at the time the buy order was originated, the Transferee was
outside the United States or the Owner and any person acting on its behalf
reasonably believed that the Transferee was outside the United States, or




     (ii) the transaction is being executed in, on or through the
facilities of the Eurobond market, as regulated by the International
Securities Market Association or another designated offshore securities
market and neither the Owner nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United
States;




     (D) no directed selling efforts have been made in the United States by or on
behalf of the Owner or any affiliate thereof;




     (E) if the Owner is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Specified Securities, and
the transfer is to occur during the Restricted Period, then the requirements of
Rule 904(b)(1) have been satisfied; and




     (F) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act;




provided that if the transfer is to occur during the Restricted Period, then the
Transferee will take delivery in the form of a Regulation S Global Note.



B-2









 






     (2) Rule 144 Transfers. If the transfer is being effected pursuant to Rule
144:




     (A) the transfer is occurring after a holding period of at
least six months has elapsed since the Specified Securities were
last acquired from the Company or from an affiliate of the
Company, whichever is later, and is being effected in accordance
the requirements of Rule 144; and




     (B) if the transfer is occurring prior to the first
anniversary of the date of issuance of the Specified Securities,
the Company is, and has been for a period of at least 90 days
immediately before the transfer, subject to the reporting
requirements of section 13 or 15(d) of the Securities Exchange Act
of 1934.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



Dated:




	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	(Print the name of the Undersigned, as such term is
defined in the third paragraph of this certificate.)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf
of the Undersigned must be stated.)







B-3