EX-4.1



 





Exhibit 4.1



 




AMERICAN INTERNATIONAL GROUP, INC.




 






Fifth Supplemental Indenture




Dated as of December 18, 2007




 






(Supplemental to the Junior Subordinated Debt Indenture Dated as of March 13, 2007)




 






THE BANK OF NEW YORK,

as Trustee



 




 









 





     FIFTH SUPPLEMENTAL INDENTURE, dated as of December 18, 2007, 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, 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 Trustee a Junior
Subordinated Debt Indenture, dated as of March 13, 2007 (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;



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



     WHEREAS, Section 201 of the Indenture permits the form of Securities of a series to be
established in an indenture supplemental to the Indenture;



     WHEREAS, Section 301 of the Indenture permits certain terms of a series of Securities to be
established pursuant to an indenture supplemental to the Indenture;



     WHEREAS, pursuant to Sections 201 and 301 of the Indenture, the Company desires to provide for
the establishment of a new series of Securities under the Indenture, the form and substance of such
Securities and the terms, provisions and conditions thereof to be set forth as provided in the
Indenture and this Fifth Supplemental Indenture;



     WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid agreement of
the Company, in accordance with its terms, have been done;



     NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities of the series
established by this Fifth Supplemental Indenture by the Holders thereof, it is mutually agreed, for
the equal and proportionate benefit of all such Holders, as follows:



 









 





ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




Section 1.1 Relation to Indenture




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



Section 1.2 Definitions




     For all purposes of this Fifth 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 Indenture (and which are not defined in this
Section 1.2) have the respective meanings assigned thereto in the Indenture. For all purposes of
this Fifth Supplemental Indenture:



     1.2.1 Unless the context otherwise requires, any reference to an Article or Section refers to
an Article or Section, as the case may be, of this Fifth Supplemental Indenture;



     1.2.2 The words “herein”, “hereof” and “hereunder” and words of similar import refer to this
Fifth Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision; and



     1.2.3 (a) The terms defined in this Section 1.2.3 have the meanings assigned to them in this
Section and include the plural as well as the singular:



     “Additional Debentures” has the meaning set forth in Section 2.1(b).



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per
annum equal to the quarterly 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.



     “APM Commencement Date” means, with respect to any Deferral Period, the earlier of
(i) the Business Day following the conclusion of 20 consecutive Interest Periods following the
commencement of such Deferral Period and (ii) the first Interest Payment Date following the
commencement of such Deferral Period on which the Company pays any current interest on the
Debentures.



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     “APM Common Stock” means an aggregate number of shares of Common Stock, including any
shares of Common Stock held in treasury, and any shares of Common Stock sold pursuant to the
Company’s dividend reinvestment or similar plan or sold pursuant to any Employee Benefit Plan, up
to the Maximum Share Number.



     “APM Qualifying Securities” means APM Common Stock, Qualifying Warrants, Qualifying
Non-Cumulative Preferred Stock and Mandatorily Convertible Preferred Stock; provided that the
Company may amend the definition of APM Qualifying Securities to eliminate Common Stock, Qualifying
Warrants or Mandatorily Convertible Preferred Stock (but not both Common Stock and Qualifying
Warrants) from the definition if, after December 11, 2007, an accounting standard or interpretive
guidance of an existing standard issued by an organization or regulator that has responsibility for
establishing or interpreting accounting standards in the United States becomes effective so that
there is more than an insubstantial risk that the failure to do so would result in a reduction in
the Company’s earnings per share as calculated for financial reporting purposes.



     “Assurance Agreement” means the agreement of the Company, dated as of June 27, 2005,
in favor of eligible employees and relating to specified obligations of Starr International
Company, Inc. (as such agreement may be amended, supplemented, extended, modified or replaced from
time to time).



     “Bankruptcy Event” means an Event of Default set forth in Sections 501(5) or (6) of
the Indenture.



     “Business Combination” means a merger, consolidation, amalgamation, binding share
exchange or conveyance, transfer or lease of assets substantially as an entirety to any other
Person or a similar transaction.



     “Business Day” is any day, other than (i) a Saturday, Sunday or other day on which
banking institutions in The City of New York are authorized or required by law or executive order
to remain closed or (ii) on or after the Scheduled Maturity Date, a day that is not a London
Banking Day.



     “Calculation Agent” means AIG Financial Products Corp., or any other Person appointed
by the Company, acting as calculation agent for the Debentures. Any successor or substitute
Calculation Agent may be an Affiliate of the Company.



     “Capital Stock” for any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests in (however
designated) shares issued by that Person.



     “Commercially Reasonable Efforts” means, for purposes of selling APM Qualifying
Securities or Qualifying Capital Securities, commercially reasonable efforts to complete the offer
and sale of APM Qualifying Securities or Qualifying Capital Securities, as applicable, to third
parties that are not Subsidiaries of the Company in



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public offerings or private placements. The Company shall not be considered to have made
Commercially Reasonable Efforts to effect a sale of APM Qualifying Securities or Qualifying Capital
Securities, as applicable, if it determines not to pursue or complete such sale due to pricing,
coupon, dividend rate or dilution considerations.



     “Common Stock” means the common stock, par value $2.50 per share, of the Company.



     “Comparable Treasury Issue” means the U.S. Treasury security selected by an
independent investment bank selected by the Calculation Agent as having a maturity comparable to
the term remaining from the Redemption Date to December 18, 2012 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.



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



     “Continuing Director” means a director who was a director of the Company at the time
of the initial approval of the definitive agreement relating to a Business Combination transaction
by the Company’s Board of Directors.



     “Current Stock Market Price” of the APM Common Stock on any date shall mean (i) the
closing sale price per share (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid and the average ask
prices) on that date as reported in composite transactions by the New York Stock Exchange or, if
the Common Stock is not then listed on the New York Stock Exchange, as reported by the principal
U.S. securities exchange on which the Common Stock is traded, or (ii) if the Common Stock is not
listed on any U.S. securities exchange on the relevant date, the average of the mid-point of the
last bid and ask prices for the Common Stock on the relevant date from each of at least three
nationally recognized independent investment banking firms selected by the Company for this
purpose.



     “Debentures” has the meaning set forth in Section 2.1(a).



     “Deferral Period” means each period beginning on an Interest Payment Date with respect
to which the Company either (A) elects pursuant to Section 2.1(g) to defer all or part of any
interest payment due on an Interest Payment Date or (B) fails to pay all or any part of any
interest payment due on an Interest Payment Date within five Business Days after the Interest
Payment Date and ending on the earlier of (i) the conclusion of 40 consecutive Interest Periods
following such Interest Payment Date and (ii) the next Interest Payment Date on which the Company
has paid all accrued and previously unpaid interest on the Debentures.



     “Eligible APM Proceeds” means, with respect to any Interest Payment Date, the net
proceeds (after underwriters’ or placement agents’ fees, commissions or discounts



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and other expenses relating to the issuance or sale) that the Company has received during the
180-days prior to the related Interest Payment Date from the issuance or sale of APM Qualifying
Securities to Persons that are not Subsidiaries. This includes, without limitation, sales pursuant
to any dividend reinvestment or similar plan and sales made pursuant to any Employee Benefit Plan.



     “Eligible Repayment Proceeds” means, with respect to any Repayment Date, the
Applicable Percentage of the net proceeds the Company has received from the issuance of Qualifying
Capital Securities that the Company has sold during a 180-day period ending on a notice date not
more than 30 or less than 10 Business Days prior to such Repayment Date.



     “Employee Benefit Plan” means any written purchase, savings, option, bonus,
appreciation, profit sharing, thrift, incentive, pension or similar plan or arrangement or any
written compensatory contract or arrangement.



     “Enforcement Event” means any one of the following events:



     (1) failure by the Company to observe, satisfy or perform any of the covenants or agreements
contained in this Fifth Supplemental Indenture or the Indenture (other than (i) any covenant or
agreement in the Indenture expressly declared inapplicable herein, (ii) a covenant or agreement in
respect of the Debentures a default in whose observance, satisfaction or performance is elsewhere
specifically dealt with in this Fifth Supplemental Indenture or the Indenture (including without
limitation Article X of the Indenture), or (iii) an event which is, or with the passage of time
and/or giving of notice would result in, an Event of Default) on the part of the Company in respect
of the Debentures that continues following a period of 60 days after the date on which written
notice of such failure, requiring the Company to remedy the same and stating that it is a notice
with respect to an Enforcement Event hereunder, shall have been given to the Company by the Trustee
by registered mail, or to the Company and the Trustee by the Holders of at least a majority in the
aggregate principal amount of the Debentures at the time Outstanding; or



     (2) unless otherwise provided for in Section 2.1(d), the Company’s failure to use Commercially
Reasonable Efforts to raise sufficient Eligible Repayment Proceeds as required by Section 2.1(d);
or



     (3) the Company’s failure (a) to use Commercially Reasonable Efforts to raise Eligible APM
Proceeds, or (b) to pay deferred interest on the Debentures, in either case as required by Section
2.1(h) or (i).



     “Event of Default” has the meaning set forth in Section 2.1(j).



     “Extension Date” means each of December 18, 2012, December 18, 2017 and December 18,
2022.



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     “Final Maturity Date” has the meaning set forth in Section 2.1(d)(iii).



     “Indebtedness” means all indebtedness and obligations (other than the Debentures) of,
or Guaranteed or assumed by, the Company that (i) are for borrowed money or (ii) are evidenced by
bonds, debentures, notes or other similar instruments.




     “Interest Payment Date” has the meaning set forth in Section 2.1(e).



     “Interest Period” means the period from and including any Interest Payment Date (or,
in the case of the first Interest Payment Date, December 18, 2007) to but excluding the next
Interest Payment Date.



     “LIBOR Determination Date” means the second London Banking Day immediately preceding
the first day of the relevant Interest Period.



     “London Banking Day” means any day on which dealings in dollars are transacted in the
London interbank market.



     “Make-Whole Redemption Price” means the sum, as determined by the Calculation Agent,
of the present values of the remaining scheduled payments of principal discounted from December 18,
2012 and interest thereon that would have been payable to and including December 18, 2012 (not
including any portion of such payments of interest accrued to the Redemption Date) discounted from
the relevant Interest Payment Date to the Redemption Date on a quarterly basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.50%.



     “Mandatorily Convertible Preferred Stock” means cumulative preferred stock with (a) no
prepayment obligation on the part of the Company, whether at the election of the holders or
otherwise, and (b) a requirement that the preferred stock converts into Common Stock within three
years from the date of its issuance at a conversion ratio within a range established at the time of
issuance of the preferred stock, subject to customary anti-dilution adjustments.



     “Market Disruption Event” means, for purposes of sales of APM Qualifying Securities
pursuant to Section 2.1(h) or sales of Qualifying Capital Securities pursuant to



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Section 2.1(d), as applicable (collectively, the “Permitted Securities”), the
occurrence or existence of any of the following events or sets of circumstances:



     (a) trading in securities generally (or in the Common Stock specifically) on the New York
Stock Exchange or any other national securities exchange, or in the over-the-counter market, on
which the Company’s Capital Stock is then listed or traded shall have been suspended or its
settlement generally shall have been materially disrupted or minimum prices shall have been
established on any such exchange or market by the relevant regulatory body or governmental agency
having jurisdiction that materially disrupts or otherwise has a material adverse effect on trading
in, or the issuance and sale of, Permitted Securities;



     (b) the Company would be required to obtain the consent or approval of its stockholders or the
consent or approval of, license from, or registration with, a regulatory body (including, without
limitation, any securities exchange) or governmental authority to issue and sell Permitted
Securities, and the Company fails to obtain that consent or approval or to receive such license or
effect such registration notwithstanding its commercially reasonable efforts to obtain that
consent, approval, license or registration;



     (c) an event occurs and is continuing as a result of which the offering document for the offer
and sale of Permitted Securities would, in the Company’s reasonable judgment, contain an untrue
statement of a material fact or omit to state a material fact required to be stated in that
offering document or necessary to make the statements in that offering document not misleading,
provided that (i) one or more events described under this clause (c) shall not constitute a Market
Disruption Event with respect to a period of more than 90 days in any 180-day period and (ii)
multiple suspension periods contemplated by this clause (c) shall not exceed an aggregate of 180
days in any 360-day period;



     (d) the Company reasonably believes that the offering document for the offer and the sale of
Permitted Securities would not be in compliance with a rule or regulation of the Commission (for
reasons other than those referred to in clause (c) of this definition) and the Company is unable to
comply with such rule or regulation or such compliance is unduly burdensome, provided that (i) one
or more events described under this clause (d) shall not constitute a Market Disruption Event with
respect to a period of more than 90 days in any 180-day period and (ii) multiple suspension periods
contemplated by this clause (d) shall not exceed an aggregate of 180 days in any 360-day period;



     (e) a banking moratorium shall have been declared by the federal or state authorities of the
United States that results in a material disruption of any of the markets on which Permitted
Securities are trading;



     (f) a material disruption shall have occurred in commercial banking or securities settlement
or clearance services in the United States;



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     (g) the United States shall have become engaged in hostilities, there shall have been an
escalation in hostilities involving the United States, there shall have been a declaration of a
national emergency or war by the United States or there shall have occurred any other national or
international calamity or crisis, such that market trading in the Company’s Capital Stock has been
materially disrupted; or



     (h) there shall have occurred such a material adverse change in general domestic or
international economic, political or financial conditions, including without limitation as a result
of terrorist activities, or the effect of international conditions on the financial markets in the
United States, that materially disrupts the capital markets such as to make it, in the Company’s
judgment, impracticable or inadvisable to proceed with the offer and sale of Permitted Securities.



     “Maximum Share Number” has the meaning set forth in Section 2.1(h).



     “Maximum Warrant Number” has the meaning set forth in Section 2.1(h).



     “Outstanding” has the meaning set forth in Section 2.1(d).



     “Outstanding Parity Securities” has the meaning set forth in Section 2.1(v)(iv).



     “pari passu”, as applied to the ranking of any obligation of a Person in relation to
any other obligation of such Person, means in any bankruptcy, insolvency or receivership proceeding
that each such obligation either (i) is not subordinated or junior in right of payment to any other
obligation or (ii) is subordinate or junior in right of payment to the same obligations as is the
other, and is so subordinate or junior to the same extent, and is not subordinate or junior in
right of payment to each other or to any obligation as to which the other is not so subordinate or
junior.




     “Preferred Stock Issuance Cap” has the meaning set forth in Section 2.1(i)(1).



     “Prospectus Supplement” means the prospectus supplement dated December 11, 2007
relating to the Debentures.



     “Qualifying Non-Cumulative Preferred Stock” means the Company’s non-cumulative
perpetual preferred stock that (i) contains no remedies other than Permitted Remedies and (ii)(a)
is redeemable, but is subject to Intent-Based Replacement



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Disclosure, and has a provision that provides for mandatory suspension of distributions or the
payment of distributions solely from Eligible APM Proceeds upon its failure to satisfy one or more
financial tests set forth therein or (b) is subject to a replacement capital covenant substantially
similar to the Replacement Capital Covenant.



     “Qualifying Warrants” means net share settled warrants to purchase shares of Common
Stock that (i) have an exercise price per share greater than the Current Stock Market Price as of
the date of pricing thereof, (ii) the Company is not entitled to redeem for cash and the holders of
which are not entitled to require the Company to repurchase for cash in any circumstances and (iii)
do not entitle the holders thereof to purchase a number of shares of Common Stock in excess of the
applicable Maximum Warrant Number.



     “Rating Agency” means any nationally recognized statistical rating organization as
defined in Section 3(a)(62) of the Exchange Act (or any successor provision), that publishes a
rating for the Company on the relevant date.



     “Rating Agency Event” means that any Rating Agency amends, clarifies or changes the
criteria it uses to assign equity credit to securities such as the Debentures, which amendment,
clarification or change results in:



     (a) the shortening of the length of time the Debentures are assigned a particular level of
equity credit by that Rating Agency as compared to the length of time they would have been assigned
that level of equity credit by that Rating Agency or its predecessor on December 18, 2007; or



     (b) the lowering of the equity credit (including up to a lesser amount) assigned to the
Debentures by that Rating Agency as compared to the equity credit assigned by that Rating Agency or
its predecessor on December 18, 2007.



     “Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and UBS Securities
LLC or their 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 Primary Treasury Dealer; and any other
Primary Treasury Dealer selected by the Calculation Agent after consultation with the Company.



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



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     “Regular Record Date” for the payment of any current interest payable on any Interest
Payment Date, the date specified in Section 2.1(f) and for the payment of deferred interest, the
date specified in Section 2.1(g)(ii).



     “Repayment Date” means the Scheduled Maturity Date and each Interest Payment Date
thereafter until the Company shall have repaid, redeemed, defeased or otherwise acquired all of the
Debentures.



     “Replacement Capital Covenant” means the replacement capital covenant, dated as of
December 18, 2007, of the Company, as the same may be amended or supplemented from time to time in
accordance with the provisions hereof and thereof.



     “Reuters Screen LIBOR01” means the display designated on Reuters Screen LIBOR01 (or
such other page or service as may replace the Reuters Screen LIBOR01 as selected by the Calculation
Agent for the purposes of displaying Three-month LIBOR interest rates of major banks or, if not
available, such other page and service as may be selected by the Calculation Agent from time to
time).



     “Scheduled Maturity Date” has the meaning set forth in Section 2.1(d).



     “Stock and Warrant Issuance Cap” has the meaning set forth in Section 2.1(i)(1).



     “Tax Event” means that the Company has requested and received an Opinion of Counsel
(which counsel need not be satisfactory to the Trustee) experienced in such matters to the effect
that, as a result of any:



     (a) amendment to or change in the laws or regulations of the United States or any political
subdivision or taxing authority of or in the United States that is enacted or becomes effective
after December 11, 2007;



     (b) proposed change in those laws or regulations that is announced after December 11, 2007;



     (c) official administrative decision or judicial decision or administrative action or other
official pronouncement interpreting or applying those laws or regulations that is announced after
December 11, 2007; or



     (d) threatened challenge asserted in connection with an audit of the Company, or a threatened
challenge asserted in writing against any other taxpayer that has raised capital through the
issuance of securities that are substantially similar to the Debentures;



there is more than an insubstantial risk that interest payable by the Company on the Debentures is
not, or will not be, deductible by the Company, in whole or in part, for United States federal
income tax purposes.



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     “Three-month LIBOR” means, with respect to any Interest Period, the rate (expressed as
a percentage per annum and determined by the Calculation Agent) for deposits in U.S. dollars for a
three-month period commencing on the first day of that Interest Period that appears on Reuters
Screen LIBOR01 as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Interest
Period. If such rate does not appear on Reuters Screen LIBOR01, Three-month LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars for a three-month period
commencing on the first day of that Interest Period are offered to prime banks in the London
interbank market by four major banks in the London interbank market selected by the Calculation
Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR
Determination Date for that Interest Period, in an amount that, in the Calculation Agent’s
judgment, is representative of a single transaction in that market at that time. The Calculation
Agent will request the principal London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, Three-month LIBOR with respect to that
Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations are
provided, Three-month LIBOR with respect to that Interest Period will be the arithmetic mean of the
rates quoted by three major banks in New York City selected by the Calculation Agent, at
approximately 11:00 a.m., New York City time, on the first day of that Interest Period for loans in
U.S. dollars to leading European banks for a three-month period commencing on the first day of that
Interest Period and in an amount that, in the Calculation Agent’s judgment, is representative of a
single transaction in that market at that time. However, if fewer than three banks selected by the
Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that
Interest Period will be the same as Three-month LIBOR as determined for the previous Interest
Period or, in the case of the Interest Period beginning on the Scheduled Maturity Date, 5.111%.



     “Voting Stock” means equity securities which ordinarily have voting power for the
election of directors, whether at all times or only so long as no senior class of equity securities
has such voting power by reason of any contingency.



     (b) “Applicable Percentage”, “Intent-Based Replacement Disclosure”, “Permitted Remedies” and
“Qualifying Capital Securities” shall have the respective meanings set forth in the Replacement
Capital Covenant as in effect on the date hereof and as it may be amended pursuant to its terms
consistent with Section 2.1(r).



ARTICLE TWO




GENERAL TERMS AND CONDITIONS OF THE DEBENTURES




Section 2.1 Terms of Debentures




     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:



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     (a) Designation. The Securities of this series shall be known and designated as the
“7.70% Series A-5 Junior Subordinated Debentures” of the Company (the “Debentures”). The
CUSIP number of the Debentures is 026874859.



     (b) Aggregate Principal Amount. The maximum aggregate principal amount of the
Debentures that may be authenticated and delivered under the Indenture and this Fifth Supplemental
Indenture is $1,100,000,000 (except for Debentures authenticated and delivered upon registration of
transfer of, or exchange for, or in lieu of, other Debentures pursuant to Section 304, 305, 306,
906 or 1107 of the Indenture or Section 3.5 of this Fifth Supplemental Indenture); provided, that
the Company may from time to time authenticate and deliver under the Indenture and this Fifth
Supplemental Indenture additional Debentures (any such additional Debentures, the “Additional
Debentures”) in addition to the $1,100,000,000 principal amount previously provided for, so
long as the aggregate principal amount of Debentures delivered under the Indenture and this Fifth
Supplemental Indenture does not exceed $1,150,000,000, which Additional Debentures may accrue
interest from a different date than the Debentures, as may be specified pursuant to Section 301 of
the Indenture, so long as the Company reasonably determines the Additional Debentures so
authenticated and delivered will be fungible for United States federal income tax purposes. From
time to time the Company may execute and deliver, and upon Company Order the Trustee shall
authenticate and deliver, additional Debentures.



     (c) Form and Denominations. The Debentures will be issued only in fully registered
form, and the authorized denominations of the Debentures shall be $25 principal amount and integral
multiples of $25 in excess thereof. The Debentures will initially be issued in the form of one or
more Global Securities substantially in the form of Annex A attached hereto, with such
modifications thereto as may be approved by the authorized officer executing the same. The
Debentures will be denominated in U.S. dollars and payments of principal and interest will be made
in U.S. dollars.



     (d) Scheduled Maturity Date.




     (i) The principal amount of, and all accrued and unpaid interest on, the Outstanding
Debentures shall be payable in full on December 18, 2047, or if such day is not a Business
Day, the next Business Day (the “Scheduled Maturity Date”); provided that in the
event the Company has delivered an Officers’ Certificate to the Trustee pursuant to
clause (vi) of this Section 2.1(d) in connection with the Scheduled Maturity Date, (A) the
principal amount of Debentures payable on the Scheduled Maturity Date, if any, shall be the
principal amount set forth in the notice of repayment accompanying such Officers’
Certificate, (B) such specified principal amount of Debentures shall be repaid on the
Scheduled Maturity Date pursuant to Article III, and (C) subject to clause (ii) of this
Section 2.1(d), the remaining Debentures shall remain Outstanding and shall be payable on
the immediately succeeding Interest Payment Date or such earlier date on which they are
redeemed pursuant to Section 2.1(q) or shall



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become due and payable pursuant to Section 502 of the Indenture or clause (iii) of
this Section 2.1(d). The Outstanding Debentures shall be due and payable on the Scheduled
Maturity Date except to the extent otherwise specified in an Officers’ Certificate
delivered to the Trustee not more than 30 and not less than 10 Business Days
immediately preceding the Scheduled Maturity Date.




     (ii) In the event the Company has delivered an Officers’ Certificate to the Trustee
pursuant to clause (vi) of this Section 2.1(d) in connection with any Interest Payment
Date, the principal amount of Debentures payable on such Interest Payment Date shall be the
principal amount set forth in the notice of repayment, if any, accompanying such Officers’
Certificate, such principal amount of Debentures shall be repaid on such Interest Payment
Date pursuant to Article III, and the remaining Debentures shall remain Outstanding and
shall be payable on the immediately succeeding Interest Payment Date or such earlier date
on which they are redeemed pursuant to Section 2.1(q) or shall become due and payable
pursuant to Section 502 of the Indenture or clause (iii) of this Section 2.1(d). The
Outstanding Debentures shall be due and payable on any Interest Payment Date except to the
extent otherwise specified in an Officers’ Certificate delivered to the Trustee not more
than 30 and no less than 10 Business Days immediately preceding such Interest Payment Date.




     (iii) Notwithstanding anything to the contrary set forth in this Fifth Supplemental
Indenture, the principal of, and all accrued and unpaid interest on, all Outstanding
Debentures shall be due and payable on the Final Maturity Date. The “Final Maturity
Date” means December 18, 2062 (or, if this day is not a Business Day, the following
Business Day); provided that, the Company may at its sole option elect to extend such date
up to three times, in each case for an additional five-year period, on each Extension Date,
and as a result the Final Maturity Date may be extended to (and in such case, shall mean)
December 18, 2067, December 18, 2072 or December 18, 2077 (or, if any such date is not a
Business Day, the following Business Day). The Company shall provide irrevocable written
notice of an election to extend the Final Maturity Date no later than the 30th calendar day
prior to the applicable Extension Date in the manner provided for in the Indenture for
notices.




     (iv) Any repayment of principal and current interest on the Debentures pursuant to
this Section 2.1(d) on any date prior to the Final Maturity Date shall not affect the
Company’s obligations under Section 2.1(h) with respect to the payment of deferred interest
on the Debentures. For the purpose of clarity, it is possible that the Company may repay
the principal and current interest on a Debenture pursuant to this Section 2.1(d) but still
be obligated to pay deferred interest on the Debenture. For the purposes of the definition
of “Outstanding” in the Indenture, a Debenture, as to which principal and current
interest has been repaid, redeemed or otherwise satisfied by the Company, shall for all
purposes of the Indenture and this Fifth Supplemental Indenture, other than for purposes of



-13-









 







Article XI of the Indenture and Section 2.1(d) and Article III of this Fifth
Supplemental Indenture, be deemed Outstanding so long as any deferred interest on such
Debenture remains unpaid.




     (v) Until principal and current interest on all Outstanding Debentures are paid in
full, the principal of all Outstanding Debentures is automatically accelerated as provided
in Section 2.1(k) or a declaration of acceleration pursuant to Section 502 of the Indenture
occurs, the Company shall use Commercially Reasonable Efforts, subject to a Market
Disruption Event:




     (A) to raise sufficient Eligible Repayment Proceeds during a 180-day period
ending on a date not more than 30 and not less than 10 Business Days prior to the
Scheduled Maturity Date to permit repayment of the principal and current interest
on all Outstanding Debentures in full on the Scheduled Maturity Date; and




     (B) if the Company is unable for any reason to raise sufficient Eligible
Repayment Proceeds to permit repayment in full of the principal amount of and
current interest on all the Outstanding Debentures on the Scheduled Maturity Date
or any subsequent Interest Payment Date, to raise sufficient Eligible Repayment
Proceeds to permit repayment of the principal and current interest on all
Outstanding Debentures in full on the next Interest Payment Date pursuant to clause
(ii) of this Section 2.1(d).




     (vi) The Company shall, if it has not raised sufficient Eligible Repayment Proceeds in
connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee no more
than 30 and no less than 10 Business Days in advance of such Repayment Date stating the
amount of Eligible Repayment Proceeds, if any, raised pursuant to clause (v) above in
connection with such Repayment Date. Each Officers’ Certificate delivered pursuant to this
clause (vi), unless no principal amount of Debentures is to be repaid on the applicable
Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 3.1
setting forth the principal amount of the Debentures to be repaid on such Repayment Date,
which amount shall be determined after giving effect to clause (viii) of this
Section 2.1(d).




     (vii) The Company shall be excused from its obligation to use Commercially Reasonable
Efforts to sell Qualifying Capital Securities pursuant to clause (v) above if such
Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing at
any time during the period commencing 180 days prior to the date of such Officers’
Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the
period commencing on the immediately preceding Interest Payment Date and ending on the
Business Day immediately preceding the date of such Officers’ Certificate; and (B) either
(1) the Market Disruption Event continued for the entire 180-day period or, in the



-14-









 







case of any Repayment Date after the Scheduled Maturity Date, the period since the
most recent Interest Payment Date, as the case may be, or (2) the Market Disruption Event
continued for only part of the relevant period, but the Company was unable after
Commercially Reasonable Efforts to raise sufficient Eligible Repayment Proceeds during the
rest of that period to permit repayment of the Debentures in full.




     (viii) Payments on the Debentures on any Repayment Date shall be applied,
first, to the extent permitted by Section 2.1(i), to deferred interest to the
extent of Eligible APM Proceeds raised pursuant to Section 2.1(i), second, to
current interest and, third, to the repayment of the principal of Debentures;
provided that if the Company is obligated to sell Qualifying Capital Securities and repay
any outstanding pari passu securities in addition to the Debentures, then on any date and
for any period such payments shall be applied (A) first, to Outstanding Parity
Securities and any other pari passu securities having an earlier scheduled maturity date
than the Debentures, until the principal of and all accrued and unpaid interest on those
securities has been paid in full, and (B) second, to the Debentures and any
Outstanding Parity Securities or other pari passu securities having the same scheduled
maturity date as the Debentures pro rata in accordance with their respective outstanding
principal amounts. None of such payments shall be applied to any other pari passu
securities having a later scheduled maturity date until the principal of and all accrued
and unpaid interest on the Debentures has been paid in full, except to the extent permitted
by clause (vii) of Section 2.1(g) and the first sentence of Section 2.1(h). If the Company
has raised less than $5,000,000 of Eligible Repayment Proceeds during the relevant 180-day
or three-month period, the Company will not be required to repay any Debentures on the
relevant Repayment Date, but it will repay the applicable principal amount of the
Debentures on the next Interest Payment Date as of which the Company has raised at least
$5,000,000 of Eligible Repayment Proceeds.



     (e) Rate of Interest. The Debentures shall bear interest (i) from and including
December 18, 2007 to but excluding the Scheduled Maturity Date at the rate of 7.70% per annum,
computed on the basis of a 360-day year comprised of twelve 30-day months, and (ii) thereafter, as
to the principal amount of any Outstanding Debentures, at an annual rate equal to Three-month LIBOR
plus 3.616%, computed on the basis of a 360-day year and the actual number of days elapsed. All
percentages resulting from any calculation of Three-month LIBOR will be rounded upward or downward,
as appropriate, to the next higher or lower one hundred-thousandth of a percentage point. Subject
to Sections 2.1(g) and (h): interest on the Debentures shall be payable quarterly in arrears on
March 18, June 18, September 18 and December 18 of each year, beginning on March 18, 2008 (each
such date, an “Interest Payment Date”). In the event any Interest Payment Date on or
before the Scheduled Maturity Date falls on a day that is not a Business Day, the interest payment
due on that date will be postponed to the next day that is a Business Day and no interest shall
accrue as a result of such postponement. If any Interest Payment Date after the Scheduled Maturity
Date would otherwise fall on a day that is not a



-15-









 







Business Day, such Interest Payment Date will be postponed to the following Business Day,
unless such postponement would cause the day to fall in the next calendar month, in which case it
shall be brought forward to the immediately preceding Business Day. Any installment of interest
(or portion thereof) deferred in accordance with Section 2.1(g) or otherwise unpaid shall bear
additional interest, to the extent permitted by law, at the rate of interest then in effect from
time to time on the Debentures, from the relevant Interest Payment Date, compounded on each
subsequent Interest Payment Date, until paid in accordance with Section 2.1(h).



     (f) To Whom Interest is Payable. Interest (other than deferred interest which shall
be payable to the Persons specified pursuant to Section 2.1(g)(ii)) shall be payable to the Person
in whose name the Debentures are registered at the close of business on the Business Day next
preceding the Interest Payment Date, or in the event the Debentures cease to be held in the form of
one or more Global Securities, at the close of business on the date 15 days prior to that Interest
Payment Date, whether or not a Business Day.



     (g) Option to Defer Interest Payments.




     (i) The Company shall have the right, at any time and from time to time prior to the
Final Maturity Date, to defer the payment of interest on the Debentures for up to 40
consecutive Interest Periods; provided that no Deferral Period shall extend beyond the
Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default
has occurred and is continuing or the Company has given notice of its election to defer
interest payments but the Deferral Period has not yet commenced or a Deferral Period is
continuing, the Company shall not, and shall not permit any Subsidiary, subject to the
exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or
interest or premium, if any, on, or repay, purchase or redeem any debt securities of the
Company that rank pari passu with or junior to the Debentures or (c) make any payments with
respect to any Guarantee by the Company of securities of any Subsidiary if such Guarantee
ranks pari passu with, or junior to, the Debentures.




     (ii) At the end of any Deferral Period, the Company shall pay all deferred interest on
the Debentures (together with compounded interest thereon, if any, to the extent permitted
by applicable law), to the Person in whose name the Debentures are registered at the close
of business on the Business Day next preceding the Interest Payment Date at the end of such
Deferral Period or, in the event the Debentures cease to be held in the form of one or more
Global Securities, at the close of business on the date 15 days prior to the end of the
Deferral Period, whether or not a Business Day.



-16-









 






     (iii) Upon termination of any Deferral Period and upon the payment of all deferred
interest and any compounded interest then due on any Interest Payment Date, the Company may
elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).




     (iv) The Company may elect to pay deferred interest on any Interest Payment Date
during any Deferral Period to the extent permitted by Section 2.1(h).




     (v) The Company shall give written notice to the Trustee and the Holders of the
Debentures of its election to begin any Deferral Period at least one Business Day prior to
the Regular Record Date for that Interest Payment Date. Notwithstanding the previous
sentence, the Company’s failure to pay any interest due within five Business Days after any
Interest Payment Date shall automatically and without any further action by any Person be
deemed to commence a Deferral Period.




     (vi) If any Deferral Period lasts longer than one year, the Company shall not, and
shall cause its Subsidiaries not to, purchase, redeem or otherwise acquire any securities
ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which
were used to pay deferred interest during such Deferral Period until the first anniversary
of the date on which all deferred interest has been paid, subject to the exceptions set
forth in clause (vii) below. If the Company is involved in a Business Combination where
immediately after the consummation of the Business Combination more than 50% of the
surviving or resulting entity’s Voting Stock is owned by the shareholders of the other
party to the Business Combination or Continuing Directors cease for any reason to
constitute a majority of the directors of the surviving or resulting entity, then neither
the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall
apply to any Deferral Period that is terminated on the next Interest Payment Date following
the date of consummation of the Business Combination.




     (vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to
(a) purchases, redemptions or other acquisitions of shares of the Company’s Capital Stock
in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a
dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or
conversion of any class or series of the Company’s Capital Stock (or the Capital Stock of
any Subsidiary) for any class or series of the Company’s Capital Stock or of any class or
series of Indebtedness of the Company for any class or series of the Company’s Capital
Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the
Company in accordance with the conversion or exchange provisions of the Company’s Capital
Stock or the security or instrument being converted or exchanged, (d) any declaration of a
dividend in connection with any stockholders’ right plan, or the issuance of rights, equity
securities or other property under any stockholders’



-17-









 







right plan, or the redemption or repurchase of rights in accordance with any
stockholders’ rights plan, (e) any dividend in the form of equity securities, warrants,
options or other rights where the dividend stock or the stock issuable upon exercise of the
warrants, options or other rights is the same stock as that on which the dividend is being
paid or ranks pari passu with or junior to such equity securities, (f) any payment during a
Deferral Period of current or deferred interest in respect of any debt securities of the
Company that rank pari passu with the Debentures that is made pro rata to the amounts due
on pari passu securities and the Debentures (provided that such payments are made in
accordance with Section 2.1(h) to the extent it applies) and any payments of deferred
interest on such pari passu securities that, if not made, would cause the Company to breach
the terms of the instrument governing such pari passu securities, (g) any payment of
principal in respect of pari passu securities having an earlier scheduled maturity date
than the Debentures, as required under a provision of such pari passu securities that is
substantially the same as Section 2.1(d) or any such payment in respect of any such pari
passu securities having the same scheduled maturity date as the Debentures that is made on
a pro rata basis among one or more series of such securities and the Debentures or (h) any
repayment or redemption of a security necessary to avoid a breach of the instrument
governing that security.



     (h) Payment of Deferred Interest. The Company shall not pay deferred interest
(including compounded interest thereon) on the Debentures on any Interest Payment Date during any
Deferral Period from any source other than Eligible APM Proceeds unless (x) required by an
applicable regulatory authority, (y) permitted under clause (vi) of Section 2.1(g) or (z) an Event
of Default has occurred and is continuing. Notwithstanding the foregoing, the Company may pay
current interest during a Deferral Period from any available funds. To the extent that the Company
is able to raise some, but not all, Eligible APM Proceeds to pay accrued and unpaid interest on the
applicable Interest Payment Date, such Eligible APM Proceeds shall be allocated first to deferred
payments of accrued and unpaid interest in chronological order based on the date each payment was
first deferred. If any Indebtedness of the Company that ranks pari passu with the Debentures is
outstanding in addition to the Debentures under which the Company is obligated to sell APM
Qualifying Securities and apply the net proceeds to the payment of deferred interest or
distributions, then on any date and for any period the amount of Eligible APM Proceeds received by
the Company from such sales and available for payment of the deferred interest and distributions
shall be applied to the Debentures and such pari passu securities on a pro rata basis up to, in the
case of Common Stock, the Stock and Warrant Issuance Cap and the Maximum Share Number, in the case
of Qualifying Warrants, the Stock and Warrant Issuance Cap and the Maximum Warrant Number and, in
the case of Qualifying Non-Cumulative Preferred Stock and Mandatorily Convertible Preferred Stock,
the Preferred Stock Issuance Cap (or comparable provisions in the instruments governing such pari
passu securities) in proportion to the total amounts that are due on the Debentures and such pari
passu securities. The Company may make such pro rata payments on such pari passu



-18-









 







securities so long as it shall have paid or deposited with the paying agent for the Debentures
or shall have segregated and holds in trust for payment the pro rata proceeds applicable to the
Debentures that have not been paid. The “Maximum Share Number” will initially equal
100,000,000 and the “Maximum Warrant Number” will initially equal 100,000,000 (or
200,000,000 if the Company amends the definition of APM Qualifying Securities to eliminate Common
Stock); provided that, if the number of issued and outstanding shares of Common Stock is changed
into a different number of shares or a different class by reason of any stock split, reverse stock
split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of
shares or other similar transaction, then the Maximum Share Number and the Maximum Warrant Number
shall be correspondingly adjusted in a manner reasonably determined by the Company. The Company
may, at its discretion and without the consent of the holders of the Debentures, increase the
Maximum Share Number or the Maximum Warrant Number or both (including through the increase of the
Company’s authorized share capital, if necessary) if the Company determines that such increase is
necessary to allow the Company to issue sufficient Common Stock and/or Qualifying Warrants to pay
deferred interest on the Debentures.



     (i) Alternative Payment Mechanism. Immediately following any APM Commencement Date and
until the termination of the related Deferral Period, the Company will be required to use
Commercially Reasonable Efforts to sell APM Qualifying Securities until the Company has raised an
amount of Eligible APM Proceeds at least equal to the aggregate amount of accrued and unpaid
deferred interest on the Debentures (including compounded interest thereon) and applied such
Eligible APM Proceeds on the next Interest Payment Date to the payment of deferred interest
(including compounded interest thereon) in accordance with Section 2.1(h); provided that:




     (1) the foregoing obligations shall not apply (i) to the issuance of Common Stock and
Qualifying Warrants during the first 20 consecutive Interest Periods of any Deferral Period
to the extent the number of shares of Common Stock issued and the number of shares of
Common Stock subject to such Qualifying Warrants, together with the number of shares of
Common Stock previously issued, and the number of shares of Common Stock subject to
Qualifying Warrants previously issued, during such Deferral Period to pay interest on the
Debentures pursuant to this Section 2.1(i), would, in the aggregate, exceed 2% of the total
number of issued and outstanding shares of Common Stock as of the date of the Company’s
most recent publicly available consolidated financial statements on the date of
determination (the “Stock and Warrant Issuance Cap”) or (ii) to the issuance of
Qualifying Non-Cumulative Preferred Stock and Mandatorily Convertible Preferred Stock at
any time to the extent the Eligible APM Proceeds raised from such issuance, together with
the Eligible APM Proceeds of all prior issuances of Qualifying Non-Cumulative Preferred
Stock and still outstanding Mandatorily Convertible Preferred Stock pursuant to this
Section 2.1(i) applied to pay deferred interest on the Debentures, would exceed
$275,000,000 plus 25% of the aggregate principal amount of any



-19-









 







Additional Debentures issued pursuant to Section 2.1(b) (the “Preferred Stock
Issuance Cap”);




     (2) the foregoing obligations shall not apply in respect of any Interest Payment Date
if the Company shall have provided to the Trustee (which the Trustee will promptly forward
upon receipt to each Holder of the Debentures whose name appears in the Security Register)
no more than 30 and no less than 10 Business Days prior to such Interest Payment Date an
Officers’ Certificate stating that (i) a Market Disruption Event occurred after the
immediately preceding Interest Payment Date and (ii) either (A) the Market Disruption Event
continued for the entire period from the Business Day immediately following the preceding
Interest Payment Date to the Business Day immediately preceding the date on which such
Officers’ Certificate is provided or (B) the Market Disruption Event continued for only
part of such period but the Company was unable after Commercially Reasonable Efforts to
raise sufficient Eligible APM Proceeds during the rest of that period to pay all accrued
and unpaid interest due on the Interest Payment Date with respect to which such Officers’
Certificate is being delivered;




     (3) the sale of Mandatorily Convertible Preferred Stock to pay deferred interest is an
option that may be exercised at the Company’s sole discretion, and the Company will not be
obligated to sell Mandatorily Convertible Preferred Stock or to apply the proceeds of any
such sale to pay deferred interest on the Debentures, and no class of investors of the
Company’s securities or other obligations, or any other Person, may require the Company to
issue Mandatorily Convertible Preferred Stock; and




     (4) to the extent that the Company has raised some but not all Eligible APM Proceeds
necessary to pay all deferred interest on any Interest Payment Date, such Eligible APM
Proceeds shall be applied in accordance with Section 2.1(h).



     Once the Company reaches the Stock and Warrant Issuance Cap for a Deferral Period, the Company
will not be required to issue more shares of Common Stock or Qualifying Warrants under this Section
2.1(i) during the first 20 consecutive Interest Periods of such Deferral Period even if the Stock
and Warrant Issuance Cap subsequently increases because of a subsequent increase in the number of
outstanding shares of Common Stock. The Stock and Warrant Issuance Cap will cease to apply after
the conclusion of 20 consecutive Interest Periods following the commencement of any Deferral
Period, at which point the Company must pay any deferred interest, regardless of the time at which
it was deferred pursuant to Section 2.1(h), subject to the limitations in Section 2.1(g), the
Preferred Stock Issuance Cap, the Maximum Share Number, the Maximum Warrant Number and any Market
Disruption Event. In addition, if the Stock and Warrant Issuance Cap is reached during a Deferral
Period and the Company subsequently pays all deferred interest, the Stock and Warrant Issuance Cap
will cease to



-20-









 







apply at the termination of such Deferral Period, reset to zero and will not apply again
unless and until the start of a new Deferral Period. The Preferred Stock Issuance Cap shall not
reset to zero even if the Company pays all deferred interest for a Deferral Period, and the
Eligible APM Proceeds from sales of Qualifying Non-Cumulative Preferred Stock and then outstanding
Mandatorily Convertible Preferred Stock applied pursuant to Section 2.1(h) during such Deferral
Period and all prior Deferral Periods cumulate as Qualifying Non-Cumulative Preferred Stock is
issued or so long as Mandatorily Convertible Preferred Stock is outstanding to pay deferred
interest. The Company will not be excused from its obligations under this Section 2.1(i) if it
determines not to pursue or complete the sale of APM Qualifying Securities due to pricing, dividend
rate or dilution considerations.



     If the Company eliminates Common Stock from the definition of APM Qualifying Securities, the
Company, during a Deferral Period, must use Commercially Reasonable Efforts, subject to the Maximum
Warrant Number, to set the terms of any Qualifying Warrants that the Company issues pursuant to
this Section 2.1(i) so that the proceeds from the issuance of Qualifying Warrants, together with
the proceeds from the sale of any other APM Qualifying Securities with respect to that Deferral
Period, are sufficient proceeds to pay all deferred interest on the Debentures in accordance with
this Section 2.1(i).



     (j) Events of Default. The Debentures shall not be entitled to the benefits of the
Events of Default in clauses (1) through (4) of Section 501 of the Indenture. The Debentures shall
be entitled to the benefits of the Events of Default in clauses (5) and (6) of Section 501 of the
Indenture. The following events shall be Events of Default with respect to the Debentures
(whatever the reason for such Event of Default and whether it shall be occasioned by the provisions
of Article Fourteen of the Indenture or be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):




     (1) default in the payment of interest, including compounded interest, in full on any
Debenture for a period of 30 days after the conclusion of 40 consecutive Interest Periods
following the commencement of any Deferral Period;




     (2) default in the payment of the principal of the Debentures at the Final Maturity
Date or upon a call for redemption;


Except as provided in this paragraph (j), no breach or default by the Company of any other covenant
or obligation under the Indenture or the terms of the Debentures shall constitute an Event of
Default.




     (k) Acceleration of Maturity; Rescission of Amendment. The remedies provided to the
Trustee and Holders by Section 502 of the Indenture will apply only to an Event of Default under
clause (1) of Section 2.1(j). If an Event of Default specified in Section 501(5) or 501(6) of the
Indenture occurs, then in every such case the principal



-21-









 







amount of all the Debentures shall automatically become due and payable immediately, without
any declaration or other action on the part of the Trustee or any Holder. An Event of Default in
clause (2) of Section 2.1(j) shall not entitle the Holders to the benefits of Section 502 of the
Indenture.



     (l) Collection of Indebtedness and Suits From Enforcement by Trustee. The Debentures
shall not have the benefits of the first paragraph of Section 503 of the Indenture.



     (m) Limitation on Suits. For purposes of the Debentures, Section 507 of the Indenture
is hereby amended (i) by adding “or Enforcement Event” after “Event of Default” in clause (1)
thereof, and (ii) by adding at the end of clause (2) thereof: “or the Holders of no less than a
majority in principal amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Enforcement Event in its own
name as Trustee hereunder;”



     (n) Unconditional Right of Holders to Receive Principal, Premium and Interest. For
purposes of the Debentures, Section 508 of the Indenture is hereby amended and restated in its
entirety:




“Notwithstanding any other provision in this Indenture or the Fifth Supplemental Indenture,
the Holder of any Debenture shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 2.1(g)(ii) of
the Fifth Supplemental Indenture and Section 307 of the Indenture) interest on such
Debenture when due, it being understood (i) that, in the case of a Deferral Period,
interest shall only become due and payable at the time and in the manner provided for in
Sections 2.1(g) and (h) of the Fifth Supplemental Indenture, and interest shall, in the
case of Section 2.1(i) of the Fifth Supplemental Indenture, only become due and payable in
the amount determined in accordance with such Section, and (ii) that the extent to which
Holders have a right to receive payment of principal on any Repayment Date is determined in
accordance with Section 2.1(d) of the Fifth Supplemental Indenture. Any Holder’s right to
institute suit for the enforcement of any such payment, and such rights referred to in this
Section 508 shall not be impaired without the consent of such Holder.”


For the purposes of Section 316(b) of the Trust Indenture Act, it is understood and agreed that no
payment of principal or interest shall be deemed due and payable under the provisions of Sections
2.1(d), 2.1(g)(ii) and 2.1(h) until the Company has received Eligible Repayment Proceeds or
Eligible APM Proceeds, respectively, to pay such principal or interest.




     (o) Waiver of Past Defaults. Notwithstanding anything to the contrary in Section 513
of the Indenture, for the purposes of the Debentures, a past default that is an Event of Default
under Section 501(5) or 501(6) of the Indenture cannot be waived, with



-22-









 







respect to the Debentures and its consequences, without the consent of each Holder of the
Debentures.



     (p) Notice of Defaults and Enforcement Events. For purposes of the Debentures, Section
602 of the Indenture is hereby amended (i) by adding “and Enforcement Events” after “Defaults” in
the header thereof, and (ii) by adding “or Enforcement Event” after “default” in the first and
second line of such Section.



     (q) Redemption. The Debentures shall be redeemable in accordance with Article Eleven
of the Indenture, provided that the Debentures are redeemable at the Company’s option, (i) in whole
or in part on any Interest Payment Date on or after December 18, 2012, at 100% of their principal
amount, (ii) in whole but not in part at any time prior to December 18, 2012 upon the occurrence of
a Tax Event at 100% of their principal amount and (iii) in whole but not in part at any time prior
to December 18, 2012 upon the occurrence of a Rating Agency Event at (1) 100% of their principal
amount or (2) if greater, the Make-Whole Redemption Price, in the case of each of clauses (i)
through (iii) plus accrued and unpaid interest to the Redemption Date. For purposes of the
Debentures, the first sentence of Section 1104 of the Indenture is replaced in its entirety with
the following: “Notice of redemption shall be given by first-class mail, postage prepaid, mailed
not less than 10 nor more than 60 days prior to the Redemption Date, to each Holders of Securities
to be redeemed, at his address appearing in the Security Register.”



     (r) Replacement Capital Covenant. The Company shall not modify the Replacement
Capital Covenant to (A) amend the definitions incorporated into this Fifth Supplemental Indenture
pursuant to Section 1.2.3(b) in a manner adverse to the Holders or (B) impose additional
restrictions on the type or amount of Qualifying Capital Securities that the Company may include
for purposes of determining the extent to which repayment, redemption, defeasance or repurchase of
the Debentures is permitted, except with the consent of the holders of a majority of the principal
amount of Outstanding Debentures. Except as expressly provided in the preceding sentence, the
Company may modify the Replacement Capital Covenant at any time and in any manner without the
consent of the Holders of the Debentures.



     (s) Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership. To
the extent permitted by law, each Holder, by such Holder’s acceptance of the Debentures, agrees
that if a Bankruptcy Event shall occur prior to the redemption, repayment or defeasance of such
Debentures, such Holder shall only have a claim for deferred and unpaid interest (including
compounded interest thereon) to the extent such interest (including compounded interest thereon)
relates to the earliest two years of the portion of the Deferral Period for which interest has not
been paid.



     (t) Sinking Fund; Holder Repurchase Right. The Debentures shall not be subject to any
sinking fund or analogous provision or be redeemable at the option of the Holders.




-23-











 





     (u) Forms. The Debentures shall be substantially in the form of Annex A attached
hereto, with such modifications thereto as may be approved by the authorized officer executing the
same.



     (v) Subordination. The Debentures shall be subject to Article XIV of the Indenture,
subject to the following modifications:




     (i) For purposes of the Debentures, the “or” before clause (iii) of the definition of
Senior Debt in the Indenture is deleted, the following clauses are added to the definition
of Senior Debt in the Indenture after the word “contracts,” in clause (iii) for purposes of
the Debentures:




     “, (iv) any subordinated or junior subordinated debt that by its terms is not
expressly pari passu or subordinated to the Debentures, (v) any Guarantee of any
indebtedness, obligation or security issued by any Person that is an Affiliate of the
Company and such Person is viewed by the Company as a vehicle to finance its operations,
and (vi) Indebtedness of the Company to its Subsidiaries”; and




     (ii) For purposes of the Debentures, the following provision is added to the end of
the definition of Senior Debt in the Indenture after the word “Securities”: “provided that
(a) trade account payables and accrued liabilities arising in the ordinary course of the
Company’s business, (b) the Company’s 6.25% Series A-1 Junior Subordinated Debentures,
5.75% Series A-2 Junior Subordinated Debentures, 4.875%
Series A-3 Junior Subordinated
Debentures and 6.45% Series A-4 Junior Subordinated Debentures and (c) any other
indebtedness, Guarantee or other obligation that is specifically designated as being
subordinate, or not superior, in right of payment to the Debentures, shall not be
considered Senior Debt”.




     (iii) For purposes of the Debentures, the provisions of Section 1404 of the Indenture
shall only apply in the case where (A) there has been an event of default with respect to
Senior Debt within the meaning of clause (i) of the definition of Senior Debt, (B) the
principal amount of such Senior Debt has been accelerated, (C) the outstanding principal
amount of Senior Debt at the time of acceleration is at least $100,000,000 and (D) the
event of default or acceleration has not been cured, waived, or otherwise ceased to exist.
In no other case and to no other Senior Debt shall Section 1404 apply.




     (iv) The Debentures shall rank pari passu with the Company’s 6.25% Series A-1 Junior
Subordinated Debentures, 5.75% Series A-2 Junior Subordinated Debentures, 4.875% Series A-3
Junior Subordinated Debentures and 6.45% Series A-4 Junior Subordinated Debentures (the
“Outstanding Parity Securities”).



     (w) Registrar, Paying Agent, Authenticating Agent and Place of Payment. The Company
hereby appoints the Bank of New York as Security Registrar,



-24-









 







Authenticating Agent and Paying Agent with respect to the Debentures. The Debentures may be
surrendered for registration of transfer and for exchange at the office or agency of the Company
maintained for such purpose in the City of New York, New York and at any other office or agency
maintained by the Company for such purpose. The Place of Payment for the Debentures shall be the
Paying Agent’s office in New York, New York.



     (x) Defeasance. Until the Scheduled Maturity Date, the Debentures will be subject to
Sections 1302 and 1303 of the Indenture.



ARTICLE THREE




REPAYMENT OF THE DEBENTURES




     3.1. Repayment



     The Company shall, not more than 30 nor less than 10 Business Days prior to each Repayment
Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of the
principal amount of Debentures to be repaid on such date pursuant to Section 2.1(d).



     3.2. Selection of Securities to be Repaid



     If less than all the Debentures are to be repaid on any Repayment Date, the particular
Debentures to be repaid shall be selected not more than 30 days prior to such Repayment Date by the
Trustee, from the Outstanding Debentures not previously repaid or redeemed or as to which notice of
repayment or redemption has been given, by such other method as the Trustee may deem fair and
appropriate and which may provide for the selection for repayment of a portion of the principal
amount of any Debenture, provided that the portion of the principal amount of any Debenture not
repaid shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination).



     The Trustee shall promptly notify the Company in writing of the Debentures selected for
partial repayment and the principal amount thereof to be repaid. For all purposes hereof, unless
the context otherwise requires, all provisions relating to the repayment of Debentures shall
relate, in the case of any Debenture repaid or to be repaid only in part, to the portion of the
principal amount of such Debenture which has been or is to be repaid.



     3.3. Notice of Repayment



     Notice of repayment shall be given by first-class mail, postage prepaid, mailed at least 10
calendar days, but no more than 15 calendar days, prior to the Repayment Date, to each Holder of
Debentures to be repaid, at the address of such Holder as it appears in the Security Register.



-25-









 





     Each notice of repayment shall identify the Debentures to be repaid (including CUSIP number,
if a CUSIP number has been assigned to the Debentures) and shall state:



     (a) the Repayment Date;



     (b) if less than all Outstanding Debentures are to be repaid, the identification (and, in the
case of partial repayment, the respective principal amounts) of the particular Debentures to be
repaid;



     (c) that on the Repayment Date, the principal amount of the Debentures or portions thereof to
be repaid will become due and payable, and that interest thereon, if any, shall cease to accrue on
and after said date;



     (d) whether any deferred interest shall remain outstanding on any Debentures to be repaid, and
if so, the amount of such deferred interest and that compound interest thereon shall continued to
accrue on and after said date until paid; and



     (e) the place or places where such Debentures are to be surrendered for payment of the
principal amount thereof.



     Notice of repayment shall be given by the Company or, at the Company’s request, by the Trustee
in the name and at the expense of the Company and shall be irrevocable.



     3.4. Deposit of Repayment Amount



     Prior to 10:00 a.m., New York City time, on the Repayment Date specified in the notice of
repayment given as provided in Section 3.3, the Company will deposit with the Trustee or with one
or more Paying Agents (or if the Company is acting as its own Paying Agent, the Company will
segregate and hold in trust as provided in Section 1003 of the Indenture) an amount of money
sufficient to pay the principal amount of, and (except to the extent the payment of such accrued
interest shall be prohibited pursuant to Section 2.1(h)) any accrued interest (including compounded
interest) on, all the Debentures which are to be repaid on that date.



     3.5. Payment of Debentures Subject to Repayment



     If any notice of repayment has been given as provided in Section 3.3, the Debentures or
portion of the Debentures with respect to which such notice has been given shall become due and
payable on the Repayment Date. On presentation and surrender of such Debentures as provided in the
notice of repayment, such Debentures or the specified portions thereof shall be paid by the Company
at their principal amount, together with accrued interest (including any compounded interest) to
the Repayment Date (except to the extent the payment of such accrued interest shall be prohibited
pursuant to Section 2.1(h)); provided that, except in the case of a repayment in full of all
Outstanding Debentures, installments of interest whose Stated Maturity is on or prior to the
Repayment Date will be payable to the Holders of such Debentures, or one or more



-26-









 







Predecessor Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 307 of the Indenture and
Section 2.1(g)(ii) of this Fifth Supplemental Indenture.



     Section 1107 of the Indenture shall apply to any Debenture repaid in part pursuant to this
Article III.



     If any Debenture subject to repayment shall not be so repaid upon surrender thereof, the
principal of such Debenture shall, until paid, bear interest from the applicable Repayment Date at
the rate prescribed therefore in the Debenture.



ARTICLE FOUR




MISCELLANEOUS




Section 4.1 Relationship to Existing Indenture




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



Section 4.2 Modification of the Existing Indenture




     Except as expressly modified by this Fifth Supplemental Indenture, the provisions of the
Indenture shall govern the terms and conditions of the Debentures.



Section 4.3 Governing Law




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



Section 4.4 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 4.5 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 Fifth Supplemental Indenture (except for its execution thereof
and its certificates of authentication of the Debentures).



-27-









 





     In Witness Whereof, the parties hereto have caused this Fifth Supplemental Indenture
to be duly executed and attested 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
	 	
	 


	 	 






	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Trustee

 	 
	 	By  	/s/ Scott I. Klein	 
	 	 	Name:  	Scott I. Klein	 
	 	 	Title:  	Assistant Treasurer	 
	 



Fifth Supplemental Indenture-Series A-5




 









 





ANNEX A





     THIS SECURITY 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 THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY 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.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR 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 DTC (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.



AMERICAN INTERNATIONAL GROUP, INC.




			
	No.
	 	CUSIP No.:






      



$ 




     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 registered assigns, the principal sum of       Dollars ($      ) on the Final Maturity
Date; provided that the principal amount of, and all accrued and unpaid interest on, this Security
shall be payable in full on December 18, 2047, or if such day is not a Business Day, the next
Business Day (the “Scheduled Maturity Date”), or any subsequent Interest Payment Date (as
hereinafter defined) to the extent set forth in the Indenture hereinafter referred to. The
“Final Maturity Date” initially is December 18, 2062 (or, if this day is not a Business
Day, the following Business Day); provided that, the Company may at its sole option elect to extend
such date up to three times, in each case for an additional five-year period, on each of December
18, 2012, December 18, 2017 and December 18, 2022 (each an “Extension Date”), and as a result the
Final Maturity Date may be extended to (and in such case, shall mean) December 18, 2067, December
18, 2072 or December 18, 2077 (or, if any such date is not a Business Day, the following Business
Day). The Company shall



A-1 









 







provide irrevocable written notice of an election to extend the Final Maturity Date no later
than the 30th calendar day prior to the applicable Extension Date in the manner provided for in the
Indenture for notices. As provided in the Indenture, the principal of this Security is payable on
the Scheduled Maturity Date only to the extent the Company has raised sufficient Eligible Repayment
Proceeds. The Company’s obligation to raise Eligible Repayment Proceeds is subject to certain
limitations and restrictions described in the Fifth Supplemental Indenture hereinafter referred to.
In connection with the issuances of this Security, the Company has entered into a Replacement
Capital Covenant that contains restrictions on the Company’s ability to repay the principal of this
Security.



     This Security shall bear interest (i) from and including December 18, 2007 to, but excluding
the Scheduled Maturity Date, payable (subject to deferral as set forth herein and in the Indenture)
at the rate of 7.70% per annum quarterly in arrears on March 18, June 18, September 18 and December
18 in each year, commencing March 18, 2008 (computed on the basis of a 360-day year comprised of
twelve 30-day months), and (ii) from and including the Scheduled Maturity Date, at an annual rate
equal to Three-month LIBOR (as defined in the Indenture) plus 3.616% (computed on the basis of a
360-day year and the actual number of days elapsed), payable (subject to deferral as set forth
herein and in the Indenture) quarterly in arrears on March 18, June 18, September 18 and
December 18 in each year, commencing March 18, 2048, until the principal hereof is paid or made
available for payment (each such date referred to in clause (i) or (ii), an “Interest Payment
Date”). In the event that any Interest Payment Date on or before the Scheduled Maturity Date
would otherwise fall on a day that is not a Business Day, the interest payment due on that date
shall be postponed to the next day that is a Business Day and no interest shall accrue as a result
of that postponement. In the event that any Interest Payment Date after the Scheduled Maturity Date
would otherwise fall on a day that is not a Business Day, that Interest Payment Date shall be
postponed to the next day that is a Business Day; however, if the postponement would cause the day
to fall in the next calendar month, the Interest Payment Date will instead be brought forward to
the immediately preceding Business Day. Any installment of interest (or portion thereof) deferred
in accordance with the Indenture or otherwise unpaid on the relevant Interest Payment Date shall
bear interest, to the extent permitted by law, at the rate of interest then in effect on this
Security, from the relevant Interest Payment Date, compounded on each subsequent Interest Payment
Date, until paid in accordance with the Indenture.



     A “Business Day” shall mean any day other than (i) a Saturday, Sunday or other day on
which banking institutions in The City of New York are authorized or required by law or executive
order to remain closed or (ii) on or after the Scheduled Maturity Date, a day which is not a London
Banking Day.



     The interest (other than deferred interest) so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered (i) at the close of
business on the Business Day next preceding the Interest Payment Date if this Security is issued in
the form of a Global Security, or (ii) the close of business on the fifteenth day (whether or not a
Business Day) next preceding such Interest Payment Date if this Security is not issued in the form
of a Global Security. Any



A-2 









 







such interest not so punctually paid or duly provided for (other than deferred interest) 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 Security (or one or more Predecessor Securities) 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 shall be given to Holders of Securities 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 Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Any deferred interest shall be payable to the holder of record of this
Security as provided below.



     The Company shall have the right, at any time and from time to time, prior to the Final
Maturity Date to defer the payment of interest on this Security for one or more consecutive
Interest Periods that do not exceed 40 consecutive Interest Periods; provided that no Deferral
Period shall extend beyond the Final Maturity Date or the earlier redemption of the Securities of
this series. As provided in the Indenture, the payment of deferred interest is subject to the
Company’s ability to raise Eligible APM Proceeds. The Company’s obligation to raise Eligible APM
Proceeds is subject to certain limitations, restrictions and exceptions described in the Fifth
Supplemental Indenture.



     At the end of any Deferral Period, the Company shall pay all deferred interest on this
Security (together with compounded interest thereon, if any, to the extent permitted by applicable
law), to the Person in whose name this Security is registered at the close of business on the
Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the
event this Security ceases to be held in the form of a Global Security, at the close of business on
the date 15 days prior to the end of the Deferral Period, whether or not a Business Day. Upon
termination of any Deferral Period and upon the payment of all deferred interest and any compounded
interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral
Period, subject to the above requirements and those in the Indenture. The Company may elect to pay
deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted,
and shall pay deferred interest (including compounded interest thereon) to the extent required, by
the Indenture.



     To the extent permitted by law, each Holder of this Security, by such Holder’s acceptance of
this Security agrees that if a Bankruptcy Event shall occur prior to the redemption or repayment of
this Security, such Holder shall only have a claim for deferred and unpaid interest (including
compounded interest thereon) to the extent such interest (including compounded interest thereon)
relates to the earliest two years of the portion of the Deferral Period for which interest has not
so been paid.



     The Company shall give written notice to the Trustee and the Holders of this Security of its
election to begin any Deferral Period at least one Business Day prior to the Regular Record Date
for that Interest Payment Date, provided, however, that the Company’s failure to pay any interest
due within five Business Days after any Interest



A-3 









 







Payment Date shall automatically and without any further action by any Person be deemed to
commence a Deferral Period.



     Payment of the principal of (and premium, if any) and interest on this Security 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; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.



     Reference is hereby made to the further provisions of this Security 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 Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



A-4 









 





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



Dated:




	 	 	 	 	 
	 	American International Group, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 
	Attest:
	 	 
	 
	 	 
	 

[Secretary or Assistant Secretary]

	 	 





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




Dated:




	 	 	 	 	 
	 	The Bank of New York,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(Signature Page for Series A-5 Security)




5 









 








REVERSE OF SECURITY





     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under a Junior
Subordinated Debt Indenture, dated as of March 13, 2007 (herein called the “Base
Indenture”), which term shall have the meaning assigned to it in such instrument, as
supplemented by a Fifth Supplemental Indenture, dated as of December 18, 2007 (herein called the
“Fifth Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”), in each case, between the Company and The Bank of New York, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of
Senior Debt and the Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series designated on the face
hereof limited in aggregate principal amount to $1,100,000,000 (except for Securities authenticated
and delivered upon registration or transfer of, or exchange for, or in lieu of, other Securities
pursuant to Section 304, 305, 306, 906, or 1107 of the Base Indenture or Section 3.5 of the Fifth
Supplemental Indenture); provided, that the Company may from time to time authenticate and deliver
under the Indenture and the Fifth Supplemental Indenture additional Securities (any such additional
Securities, the “Additional Securities”) in addition to the $1,100,000,000 principal amount
previously provided for, so long as the aggregate principal amount of Securities delivered under
the Indenture and the Fifth Supplemental Indenture does not exceed $1,150,000,000, which Additional
Securities may accrue interest from a different date than this Security, as may be specified
pursuant to Section 301 of the Base Indenture, so long as the company reasonably determines that
the Additional Securities so authenticated and delivered will be fungible for United States federal
income tax purposes.



     All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     The Securities of this series are subject to redemption upon not less than 10 days nor more
than 60 days’ prior notice by first class mail, postage pre-paid, to each Holder of Securities to
be redeemed, (i) on any Interest Payment Date on or after December 18, 2012, in whole or in part,
at the option of the Company, at 100% of the principal amount thereof, (ii) prior to December 18,
2012, in whole but not in part upon the occurrence of a Tax Event, at 100% of the principal amount
thereof or (iii) prior to December 18, in whole but not in part upon the occurrence of a Rating
Agency Event at (A) 100% of the principal amount thereof or (B) the Make-Whole Redemption Price, if
greater, in any such case, plus accrued and unpaid interest to the Redemption Date.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor and of an authorized denomination for the



A-6 









 







unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all Senior Debt, and
this Security is issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may
be necessary or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee as his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his
or her acceptance hereof, waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or
hereafter created, incurred, assumed or Guaranteed, and waives reliance by each such holder of
Senior Debt upon said provisions.



     The Indenture contains provisions for defeasance of the entire indebtedness of this Security
at any time prior to the Scheduled Maturity Date upon compliance with certain conditions set forth
in the Indenture.



     The Securities of this series are entitled to the benefits of the Events of Default described
in Section 2.1(j) of the Fifth Supplemental Indenture and the Enforcement Events as defined in the
Fifth Supplemental Indenture. The Holder of this Security and the Trustee shall be entitled to the
remedies provided by Section 502 of the Base Indenture only if an Event of Default specified in
clause (1) of Section 2.1(j) of the Fifth Supplemental Indenture shall occur with respect to the
Securities of this series. If an Event of Default specified in Section 501(5) or Section 501(6) of
the Base Indenture shall occur with respect to the Securities of this series, then in every such
case the principal amount of all the Securities of this series shall become automatically due and
payable immediately, without any declaration or other action on the part of the Trustee or any
Holder. An Event of Default specified in clause (2) of Section 2.1(j) of the Fifth Supplemental
Indenture shall not entitle the Holders to the benefits of Section 502 of the Base 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 Security shall be
conclusive and binding upon such Holder and upon all future Holders of



A-7 









 







this Security and of any Security 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 Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
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 or Enforcement
Event with respect to the Securities of this series, the Holders of not less than 25% (or, in the
case of an Enforcement Event, a majority) in principal amount of the Securities 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 or Enforcement Event, as the case may be, 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 Securities 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 Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates to the extent
provided by Section 2.1(n) of the Fifth Supplemental Indenture.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security 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 Securities 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 Securities of this series are issuable only in registered form without coupons in
denominations of $25.00 and integral multiples of $25.00 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities 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 Security 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
Security is registered as the owner hereof for all purposes, whether or not this



A-8 









 







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



     The Company and, by its acceptance of this Security or a beneficial interest therein, the
Holder of, and any Person that acquires beneficial interest in, this Security agree that, for
United States federal, state and local tax purposes, it is intended that this Security constitute
indebtedness of the Company.



     THE BASE INDENTURE, THE FIFTH SUPPLEMENTAL INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




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