Exhibit 4.5


 


American International Group, Inc.

Description of Registrant’s Securities


 


As of December 31, 2021, AIG had the following classes
of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”): (i) our common stock;
(ii) stock purchase rights; (iii) depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a
share of 5.85% non-cumulative perpetual preferred stock, Series A (the “Series A Preferred Stock”); and (iv) 5.75% Series
A-2 Junior Subordinated Debentures and 4.875% Series A-3 Junior Subordinated Debentures. All of our registered securities are listed on
the New York Stock Exchange.


 


I. Common Stock, Par Value $2.50
Per Share 


 


The following description of the Company’s
common stock and the relevant provisions of the Company’s amended and restated certificate of incorporation and amended and restated
bylaws are summaries and are qualified in their entirety by reference to the Company’s amended and restated certificate of incorporation
and amended and restated bylaws.


 


General


 


Under our amended and restated certificate of incorporation,
we are authorized to issue 5,000,000,000 shares of common stock a par value of $2.50 per share. All of the outstanding shares of our common
stock are fully paid and nonassessable.


 


Dividends


 


Subject to the prior rights of the holders of shares
of preferred stock that may be issued and outstanding, the holders of common stock are entitled to receive dividends when, as and if declared
by our board of directors out of funds legally available for the payment of dividends.


 


Ranking


 


Subject to the prior rights of the holders of shares
of preferred stock that may be issued and outstanding, in the event of dissolution of AIG, the holders of common stock are entitled to
share ratably in all assets legally available for distribution to our stockholders.


 


Voting Rights


 


Each holder of common stock is entitled to one vote
for each share held of record on all matters presented to a vote at a shareholders meeting, including the election of directors (except
for preferred stock directors, as defined below under “Description of Preferred Stock-Voting Rights-Right to Elect Two Directors
on Nonpayment of Dividends”). Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe
for any additional shares of common stock or other securities, and there are no conversion rights or redemption or sinking fund provisions
with respect to the common stock. Authorized but unissued shares of common stock may be issued without shareholder approval, subject to
NYSE listing rules.


 






     


     


    

 




Certification


 


AIG has adopted direct company registration of
its common stock. Holders of shares of common stock will not receive stock certificates evidencing their share ownership. Instead, they
are provided with a statement reflecting the number of shares registered in their accounts.


 


The transfer agent for our common stock is Equiniti
Trust Company, as successor to Wells Fargo Shareowner Services, a former division of Wells Fargo Bank, N.A.


 


II. Stock Purchase Rights


 


Our board of directors adopted our Tax Asset Protection
Plan on March 9, 2011 and amendments thereto on January 8, 2014, December 14, 2016 and December 11, 2019, all of which were ratified by
our shareholders at our annual meetings of shareholders for 2011, 2014, 2017 and 2020, respectively (as so amended, the “Tax Asset
Protection Plan”). Subject to certain limited exceptions, the Tax Asset Protection Plan is intended to act as a deterrent to any
person or group acquiring 4.99 percent or more of our outstanding common stock (an “Acquiring Person”) without the approval
of our board of directors. Our board of directors may, in its sole discretion, exempt any person or group from being deemed an Acquiring
Person for purposes of the Tax Asset Protection Plan with respect to which it receives, at its request, a report from our advisors to
the effect that such exemption would not create a significant risk of material adverse tax consequences to us, or our board of directors
otherwise determines it is in our best interests. The following is a summary of the Tax Asset Protection Plan and does not purport to
be complete. It is qualified in its entirety by reference to the Tax Asset Protection Plan, which we encourage you to read for additional
information.


 




The Rights


 


In connection with the initial adoption of the
Tax Asset Protection Plan, our board of directors previously issued a dividend of one right per each outstanding share of our common stock
payable to our shareholders of record as of the close of business on March 18, 2011 and to holders of AIG common stock issued after that
date. Subject to the terms, provisions and conditions of the Tax Asset Protection Plan, if these rights become exercisable, each right
would initially represent the right to purchase from us one ten-thousandth of a share of our Participating Preferred Stock, par value
$5.00 per share (the “Participating Preferred Stock”), for a purchase price of $185.00 per right (the “Exercise Price”).
If issued, each one ten-thousandth of a share of Participating Preferred Stock would generally give a shareholder approximately the same
dividend, voting and liquidation rights as does one share of our common stock. However, prior to exercise, a right does not give its holder
any rights as a shareholder, including without limitation any dividend, voting or liquidation rights.


 


Exercisability


 


The rights are not exercisable until the earlier
of (i) a public announcement by us that a person or group has become an Acquiring Person (the date of such public announcement is referred
to herein as the “Stock Acquisition Date”) and (ii) 10 business days after the commencement of a tender or exchange offer
by a person or group if upon consummation of the offer the person or group would Beneficially Own 4.99 percent or more of our outstanding
common stock. We refer to the date on which the rights become exercisable as the “Separation Time”.


 






     


     


    

 


Until the Separation Time, our common stock
certificates (or the registration of uncertificated shares on our stock transfer books) will evidence the rights and may contain a
notation to that effect. Any transfer of shares of our common stock prior to the Separation Time will constitute a transfer of the
associated rights. After the Separation Time, the rights may be transferred other than in connection with the transfer of the
underlying shares of our common stock.


 


If there is an Acquiring Person on the Separation
Time or a person or group becomes an Acquiring Person after the Separation Time, each holder of a right, other than rights that are or
were Beneficially Owned by an Acquiring Person (which will be void), will thereafter have the right to receive upon exercise of a right
and payment of the Exercise Price that number of shares of our common stock (or, at AIG’s election, Participating Preferred Stock)
having a market value of two times the exercise price of the right.


 


Exchange


 


At any time after the Stock Acquisition Date,
provided the Acquiring Person does not hold 50 percent or more of the outstanding common stock, our board of directors may exchange the
rights, other than rights that are or were Beneficially Owned by an Acquiring Person (which will be void), in whole or in part, at an
exchange ratio equal to one share of our common stock (or one ten-thousandth of a share of Participating Preferred Stock) per right.


 


Redemption


 


At any time until the Stock Acquisition Date,
the board of directors may redeem all of the then-outstanding rights in whole, but not in part, at a price of $0.001 per right, subject
to adjustment (the “Redemption Price”). Immediately upon action of the board of directors ordering redemption of the rights,
the right to exercise the rights will terminate, and the only right of the holders of rights will be to receive the Redemption Price.


 




Anti-Dilution Provisions


 


The Exercise Price and the number of outstanding
rights are subject to anti-dilution adjustment under the following circumstances: (i) we declare or pay a dividend on common stock payable
in common stock, (ii) we subdivide the outstanding common stock (iii) we combine the outstanding common stock into a smaller number of
shares of common stock, or (iv) we issue or distribute any securities or assets in respect of, in lieu of or in exchange for common stock
(other than pursuant to any non-extraordinary periodic cash dividend or a dividend paid solely in common stock) whether by dividend, in
a reclassification or recapitalization.


 


Amendments


 


Any of the provisions of the Tax Asset Protection
Plan may be amended by our board of directors at any time and in any manner.


 


Expiration


 


The rights issued pursuant to the Tax Asset
Protection Plan will expire on the earliest of (i) the close of business on December 11, 2022, provided that the board of directors
may determine to extend the Tax Asset Protection Plan prior to such date as long as the extension is submitted to our stockholders
for ratification at the next succeeding annual meeting, (ii) the time at which the rights are redeemed, (iii) the time at which the
rights are exchanged and (iv) the time at which our board of directors receives, at its request, a report from our advisors that the
Tax Attributes (as defined in the Tax Asset Protection Plan) are utilized in all material respects or no longer available in any
material aspect or that an ownership change under Section 382 or any applicable state law would not adversely impact in any material
respect the time period in which we could use the Tax Attributes, or materially impair the amount of the Tax Attributes that could
be used.


 






     


     


    

 


III.
Depositary Shares (each representing a 1/1000th interest
in a share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock) 


 


The following description
of our Series A 5.85% Non-Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) and the Depositary Shares (each
representing a 1/1000th interest in a share of Series
A Preferred Stock, the “Depositary Shares”) is a summary and does not purport to be complete. It is qualified in its entirety
by reference to the Company’s amended and restated certificate of incorporation and amended and restated bylaws and the certificate
of designations with respect to the Series A Preferred Stock.


 


Description of the Preferred
Stock


 


General


 


Under our amended and restated certificate of incorporation,
we have authority to issue up to 100,000,000 shares of serial preferred stock, par value $5.00 per share. Our board of directors (or a
duly authorized committee of the board) is authorized without further stockholder action to cause the issuance of shares of preferred
stock, including the Series A Preferred Stock.


 




Any additional preferred stock may be issued
from time to time in one or more series, each with such voting powers, such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions thereof, as our board (or a duly authorized committee of the
board) may determine prior to the time of issuance. We have the right to create and issue additional classes or series of stock ranking
equally with or junior to the Series A Preferred Stock as to dividends and distribution of assets upon our liquidation, dissolution, or
winding up without the consent of the holders of the Series A Preferred Stock, or the holders of the related Depositary Shares


 


The Series A Preferred Stock represents a single
series of our authorized preferred stock. Shares of Series A Preferred Stock are fully paid and nonassessable.


 


The Series A Preferred Stock do not have any preemptive
rights and is not convertible into, or exchangeable for, property or shares of our common stock or any other class or series of our other
securities and is not subject to any sinking fund or any other obligation of us for their repurchase or retirement.


 


The number of authorized shares of the Series A
Preferred Stock initially was 20,000 and the “stated amount” per share is $25,000. The number of authorized shares may from
time to time be increased (but not in excess of the total number of authorized shares of preferred stock, excluding shares of any other
series of preferred stock authorized at the time of such increase) or decreased (but not below the number of shares of Series A Preferred
Stock then outstanding) by resolution of the board (or a duly authorized committee of the board), without the vote or consent of the holders
of the Series A Preferred Stock. Shares of Series A Preferred Stock that are redeemed, purchased or otherwise acquired by us will be cancelled
and will revert to authorized but unissued shares of preferred stock undesignated as to series.


 






     


     


    

 


Ranking


 


With respect to the payment of dividends and distributions
of assets upon any liquidation, dissolution or winding up, the Series A Preferred Stock ranks:


 


		•	senior to our common stock and any class or series of our stock
that ranks junior to the Series A Preferred Stock in the payment of dividends or in the distribution of assets upon our voluntary or
involuntary liquidation, dissolution or winding up (for purposes of this section, together with our common stock, “junior stock”);



 


		•	senior to or on a parity with each other series of our preferred
stock we may issue (except for any senior series that may be issued upon the requisite vote or consent of the holders of at least two
thirds of the shares of the Series A Preferred Stock at the time outstanding and entitled to vote, voting together with any other series
of preferred stock that would be adversely affected by such issuance substantially in the same manner and entitled to vote as a single
class in proportion to their respective stated amounts) with respect to the payment of dividends and distributions of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of AIG; and



 


		•	junior to all existing and future indebtedness and other non-equity
claims on us.



 


Dividends


 


Holders of the Series A Preferred Stock are
entitled to receive, when, as and if declared by our board (or a duly authorized committee of the board), but only out of funds
legally available therefor, noncumulative cash dividends at the annual rate of 5.85% of the stated amount per share, and no more,
payable quarterly in arrears on the fifteenth day of March, June, September and December, respectively, in each year (for purposes
of this section, each, a “dividend payment date”), with respect to the dividend period (or portion thereof) ending on
the day preceding such respective dividend payment date, to holders of record on the 15th calendar day before such dividend payment
date or such other record date not more than 30 nor less than 10 days preceding such dividend payment date fixed for that purpose by
our board (or a duly authorized committee of the board) in advance of payment of each particular dividend. The amount of the
dividend per share of the Series A Preferred Stock for each dividend period (or portion thereof) is calculated on the basis of a
360-day year consisting of twelve 30-day months. If any dividend payment date is not a business day, the applicable dividend will be
paid on the first business day following that day without adjustment. We will not pay interest or any sum of money instead of
interest on any dividend payment that may be in arrears on the Series A Preferred Stock.


 


For purposes of this section, “dividend period”
means each period commencing on (and including) a dividend payment date and continuing to (but not including) the next succeeding dividend
payment date.


 


For purposes of this section, a “business
day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in The City of New York are not authorized
or obligated by law, regulation or executive order to close.


 


Dividends on shares of the Series A Preferred
Stock are not cumulative and are not mandatory. If our board (or a duly authorized committee of the board) does not declare a
dividend on the Series A Preferred Stock in respect of a dividend period, then holders of the Series A Preferred Stock will not be
entitled to receive any dividends not declared by the board (or a duly authorized committee of the board) and no interest, or sum of
money in lieu of interest, will be payable in respect of any dividend not so declared, whether or not our board (or a duly
authorized committee of the board) declares a dividend on the Series A Preferred Stock or any other series of our preferred stock or
on our common stock for any future dividend period.


 






     


     


    

 


Restrictions on Dividends, Redemption and Repurchases


 


So long as any share of the Series A Preferred Stock
remains outstanding, unless dividends on all outstanding shares of the Series A Preferred Stock for the most recently completed dividend
period have been paid in full or declared and a sum sufficient for the payment thereof has been set aside for payment, no dividend may
be declared or paid or set aside for payment, and no distribution may be made, on any junior stock, including our common stock, other
than a dividend payable solely in stock that ranks junior to the Series A Preferred Stock in the payment of dividends and in the distribution
of assets on any liquidation, dissolution or winding up of AIG.


 


If our board (or a duly authorized committee
of the board) elects to declare only partial instead of full dividends for a dividend payment date and related dividend period on
the shares of Series A Preferred Stock or any class or series of our stock that ranks on a parity with the Series A Preferred Stock
in the payment of current dividends (“dividend parity stock”), then to the extent permitted by the terms of the Series A
Preferred Stock and each outstanding series of dividend parity stock such partial dividends will be declared on shares of the Series
A Preferred Stock and dividend parity stock, and dividends so declared will be paid, as to any such dividend payment date and
related dividend period in amounts such that the ratio of the partial dividends declared and paid on each such series to full
dividends on each such series is the same. As used in this paragraph, “full dividends” means, as to any dividend parity
stock that bears dividends on a cumulative basis, the amount of dividends that would need to be declared and paid to bring such
dividend parity stock current in dividends, including undeclared dividends for past dividend periods. To the extent a dividend
period with respect to the Series A Preferred Stock or any series of dividend parity stock (in either case, the “first
series”) coincides with more than one dividend period with respect to another series as applicable (in either case, a
 “second series”), for purposes of the immediately preceding sentence, our board (or a duly authorized committee of the
board) may, to the extent permitted by the terms of each affected series, treat such dividend period for the first series as two or
more consecutive dividend periods, none of which coincides with more than one dividend period with respect to the second series, or
may treat such dividend period(s) with respect to any dividend parity stock and dividend period(s) with respect to the Series A
Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in
order to achieve ratable payments of dividends on such dividend parity stock and the Series A Preferred Stock.


 


Subject to the foregoing, and not otherwise, such
dividends (payable in cash, stock or otherwise) as may be determined by our board (or a duly authorized committee of the board) may be
declared and paid on any common stock or junior stock from time to time out of any funds legally available therefor, and the shares of
Series A Preferred Stock will not be entitled to participate in any such dividend.


 


So long as any share of the Series A Preferred Stock
remains outstanding, unless dividends on all outstanding shares of the Series A Preferred Stock for the most recently completed dividend
period have been paid in full or declared and a sum sufficient for the payment thereof has been set aside for payment, no monies may be
paid or made available for a sinking fund for the redemption or retirement of junior stock, nor will any shares of junior stock be purchased,
redeemed or otherwise acquired for consideration by us, directly or indirectly, other than:


 






     


     


    

 


		•	as a result of (x) a reclassification of junior stock, or (y)
the exchange or conversion of one share of junior stock for or into another share of stock that ranks junior to the Series A Preferred
Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of AIG; or



 


		•	through the use of the proceeds of a substantially contemporaneous
sale of other shares of stock that ranks junior to the Series A Preferred Stock in the payment of dividends and in the distribution of
assets on any liquidation, dissolution or winding up of AIG.



 


Redemption


 


The Series A Preferred Stock is perpetual and has
no maturity date. We may redeem the Series A Preferred Stock at our option:


 


		•	in whole, but not in part, at any time prior to March 15, 2024,
within 90 days after the occurrence of a “rating agency event,” at a redemption price equal to $25,500 per share of the Series
A Preferred Stock (equivalent to $25.50 per Depositary Share), plus an amount equal to any dividends per share that have been declared
but not paid prior to the redemption date (with no amount in respect of any dividends that have not been declared prior to such date),
or



 


		•	(i) in whole, but not in part, at any time prior to March 15,
2024, within 90 days after the occurrence of a “regulatory capital event,” or (ii) in whole or in part, from time to time,
on or after March 15, 2024, in each case, at a redemption price equal to $25,000 per share of the Series A Preferred Stock (equivalent
to $25.00 per Depositary Share), plus an amount equal to any dividends per share that have been declared but not paid prior to the redemption
date (with no amount in respect of any dividends that have not been declared prior to such date).



 


For purposes of this section, “rating agency
event” means that any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange
Act that then publishes a rating for us (a “rating agency”) amends, clarifies or changes the criteria it uses to assign equity
credit to securities such as the Series A Preferred Stock, which amendment, clarification or change results in:


 




		•	the shortening of the length of time the Series A Preferred
Stock is assigned a particular level of equity credit by that rating agency as compared to the length of time it would have been assigned
that level of equity credit by that rating agency or its predecessor on the initial issuance of the Series A Preferred Stock; or



 


		•	the lowering of the equity credit (including up to a lesser
amount) assigned to the Series A Preferred Stock by that rating agency as compared to the equity credit assigned by that rating agency
or its predecessor on the initial issuance of the Series A Preferred Stock.



 


For purposes of this section, “regulatory
capital event” means our good faith determination that, as a result of:


 


		•	any amendment to, or change in, the laws, rules or regulations
of the United States or any political subdivision of or in the United States or any other governmental agency or instrumentality as may
then have group-wide oversight of AIG’s regulatory capital that is enacted or becomes effective after the initial issuance of the
Series A Preferred Stock,



 






     


     


    

 


		•	any proposed amendment to, or change in, those laws, rules or
regulations that is announced or becomes effective after the initial issuance of the Series A Preferred Stock, or



 


		•	any official administrative decision or judicial decision or
administrative action or other official pronouncement interpreting or applying those laws, rules or regulations that is announced after
the initial issuance of the Series A Preferred Stock,



 


there is more than an insubstantial risk that the full liquidation
preference (as defined below) per share of the Series A Preferred Stock outstanding from time to time would not qualify as capital (or
a substantially similar concept) for purposes of any group capital standard to which we are or will be subject.


 


In case of any redemption of only part of the shares
of Series A Preferred Stock at the time outstanding, the shares to be redeemed will be selected either pro rata from the holders of record
of the Series A Preferred Stock in proportion to the number of shares of the Series A Preferred Stock held by such holders or by lot.
Subject to the provisions of the certificate of designations relating to the Series A Preferred Stock, our board (or a duly authorized
committee of the board) will have full power and authority to prescribe the terms and conditions on which shares of the Series A Preferred
Stock will be redeemed from time to time. If we will have issued certificates for the Series A Preferred Stock and fewer than all shares
represented by any certificates are redeemed, new certificates will be issued representing the unredeemed shares without charge to the
holders thereof.


 


The Series A Preferred Stock is not subject to any
mandatory redemption, sinking fund or other similar provisions. Holders of the Series A Preferred Stock have no right to require redemption
of any shares of the Series A Preferred Stock.


 


Liquidation Rights


 


In the event of any liquidation, dissolution or
winding up of the affairs of AIG, whether voluntary or involuntary, before any distribution or payment out of our assets may be made to
or set aside for the holders of any junior stock, holders of the Series A Preferred Stock will be entitled to receive out of our assets
legally available for distribution to our stockholders an amount equal to the stated amount per share, together with an amount equal to
all dividends (if any) that have been declared but not paid prior to the date of payment (without any amount in respect of dividends that
have not been declared prior to such payment date) (for purposes of this section, the “liquidation preference”).


 




If our assets are not sufficient to pay the liquidation
preference in full to all holders of the Series A Preferred Stock and all holders of any class or series of our stock that ranks on a
parity with the Series A Preferred Stock in the distribution of assets on liquidation, dissolution or winding up of AIG (for purposes
of this section, the “liquidation preference parity stock”), the amounts paid to the holders of the Series A Preferred Stock
and to the holders of all liquidation preference parity stock will be pro rata in accordance with the respective aggregate liquidation
preferences of the Series A Preferred Stock and all such liquidation preference parity stock. In any such distribution, the “liquidation
preference” of any holder of our stock other than the Series A Preferred Stock means the amount otherwise payable to such holder
in such distribution (assuming no limitation on our assets available for such distribution), including an amount equal to any declared
but unpaid dividends in the case of any holder of stock on which dividends accrue on a noncumulative basis and, in the case of any holder
of stock on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not
earned or declared, as applicable. If the liquidation preference has been paid in full to all holders of the Series A Preferred Stock
and all holders of any liquidation preference parity stock, the holders of junior stock will be entitled to receive all of our remaining
assets according to their respective rights and preferences.


 






     


     


    

 


For purposes of the liquidation rights, the merger,
consolidation or other business combination of us with or into any other corporation, including a transaction in which the holders of
the Series A Preferred Stock receive cash or property for their shares, or the sale, conveyance, lease, exchange or transfer (for cash,
shares of stock, securities or other consideration) of all or substantially all of our assets, will not constitute a liquidation, dissolution
or winding up of AIG.


 


Voting Rights


 


Except as indicated below or otherwise required
by law, the holders of the Series A Preferred Stock do not have any voting rights.


 


Right to Elect Two Directors on Nonpayment of Dividends


 


If and whenever dividends payable on the Series
A Preferred Stock or any class or series of dividend parity stock having voting rights equivalent to those described in this paragraph
(for purposes of this section, “voting parity stock”) have not been declared and paid (or, in the case of voting parity stock
bearing dividends on a cumulative basis, will be in arrears) in an aggregate amount equal to full dividends for at least six quarterly
dividend periods or their equivalent (whether or not consecutive) (for purposes of this section, a “nonpayment event”), the
number of directors then constituting our board will be automatically increased by two and the holders of the Series A Preferred Stock,
together with the holders of any outstanding voting parity stock then entitled to vote for additional directors, voting together as a
single class in proportion to their respective stated amounts, will be entitled to elect the two additional directors (for purposes of
this section, the “preferred stock directors”); provided that our board will at no time include more than two preferred stock
directors (including, for purposes of this limitation, all directors that the holders of any series of voting preferred stock are entitled
to elect pursuant to like voting rights).


 


In the event that the holders of the Series A
Preferred Stock and such other holders of voting parity stock will be entitled to vote for the election of the preferred stock
directors following a nonpayment event, such directors will be initially elected following such nonpayment event only at a special
meeting called at the request of the holders of record of at least 20% of the stated amount of the Series A Preferred Stock and each
other series of voting parity stock then outstanding (unless such request for a special meeting is received less than 90 days before
the date fixed for the next annual or special meeting of our stockholders, in which event such election will be held only at such
next annual or special meeting of stockholders), and at each subsequent annual meeting of our stockholders. Such request to call a
special meeting for the initial election of the preferred stock directors after a nonpayment event will be made by written notice,
signed by the requisite holders of the Series A Preferred Stock or voting parity stock, and delivered to our secretary, or as may
otherwise be required or permitted by applicable law. If our secretary fails to call a special meeting for the election of the
preferred stock directors within 20 days of receiving proper notice, any holder of the Series A Preferred Stock may call such a
meeting at our expense solely for the election of the preferred stock directors, and for this purpose and no other (unless provided
otherwise by applicable law) such Series A Preferred Stock holder will have access to our stock ledger.


 


When (i) dividends have been paid regularly on
the Series A Preferred Stock for at least one year after a nonpayment event, and (ii) the rights of holders of any voting parity
stock to participate in electing the preferred stock directors will have ceased, the right of holders of the Series A Preferred
Stock to participate in the election of preferred stock directors will cease (but subject always to the revesting of such voting
rights in the case of any future nonpayment event), the terms of office of all the preferred stock directors will immediately
terminate, and the number of directors constituting our board will automatically be reduced accordingly.


 






     


     


    

 


Any preferred stock director may be removed at any
time without cause by the holders of record of a majority of the outstanding shares of the Series A Preferred Stock and voting parity
stock, when they have the voting rights described above (voting together as a single class in proportion to their respective stated amounts).
The preferred stock directors elected at any such special meeting will hold office until the next annual meeting of the stockholders if
such office will not have previously terminated as above provided. In case any vacancy will occur among the preferred stock directors,
a successor will be elected by our board to serve until the next annual meeting of the stockholders on the nomination of the then remaining
preferred stock director or, if no preferred stock director remains in office, by the vote of the holders of record of a majority of the
outstanding shares of the Series A Preferred Stock and such voting parity stock for which dividends have not been paid, voting as a single
class in proportion to their respective stated amounts. The preferred stock directors will each be entitled to one vote per director on
any matter that will come before our board for a vote.


 


Other Voting Rights


 


So long as any shares of the Series A Preferred
Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by our amended and restated certificate
of incorporation, the vote or consent of the holders of at least two thirds of the shares of the Series A Preferred Stock at the time
outstanding, voting together with any other series of preferred stock that would be adversely affected in substantially the same manner
and entitled to vote as a single class in proportion to their respective stated amounts (to the exclusion of all other series of preferred
stock), given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary
for effecting or validating:


 


		•	Amendment of Certificate of Incorporation or By-laws.
Any amendment, alteration or repeal of any provision of our amended and restated certificate of incorporation or by-laws that would alter
or change the voting powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely; provided that
the amendment of the amended and restated certificate of incorporation so as to authorize or create, or to increase the authorized amount
of, any class or series of stock that does not rank senior to the Series A Preferred Stock in either the payment of dividends or in the
distribution of assets on any liquidation, dissolution or winding up of AIG will not be deemed to affect adversely the voting powers,
preferences or special rights of the Series A Preferred Stock;



 




		•	Authorization of Senior Stock. Any amendment or alteration
of the amended and restated certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of
any class or series or any securities convertible into shares of any class or series of our capital stock ranking senior to the Series
A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of AIG;
or



 


		•	Share Exchanges, Reclassifications, Mergers and Consolidations
and Other Transactions. Any consummation of  (x) a binding share exchange or reclassification involving the Series A Preferred
Stock, (y) a merger or consolidation of AIG with another entity (whether or not a corporation), or (z) a conversion, transfer, domestication
or continuance of AIG into another entity or an entity organized under the laws of another jurisdiction, unless in each case (A) the
shares of the Series A Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we
are not the surviving or resulting entity, or any such conversion, transfer, domestication or continuance, the shares
of Series A Preferred Stock are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (B) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges
and voting powers, and limitations and restrictions, and limitations and restrictions thereof, taken as a whole, as are not materially
less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof,
of the Series A Preferred Stock immediately prior to such consummation, taken as a whole.



 






     


     


    

 


The foregoing voting provisions will not apply if,
at or prior to the time when the act with respect to which the vote would otherwise be required will be effected, all outstanding shares
of the Series A Preferred Stock have been redeemed or called for redemption on proper notice and sufficient funds have been set aside
by us for the benefit of the holders of the Series A Preferred Stock to effect the redemption.


 


Under current provisions of the Delaware General
Corporation Law, the holders of issued and outstanding preferred stock are entitled to vote as a class, with the consent of the majority
of the class being required to approve an amendment to our amended and restated certificate of incorporation if the amendment would increase
or decrease the aggregate number of authorized shares of such class or increase or decrease the par value of the shares of such class.


 


Transfer Agent and Registrar


 


Equiniti Trust Company is the transfer agent and
registrar for the Series A Preferred Stock.


 


Description of the Depositary Shares


 


As described above under “Description of the
Series A Preferred Stock”, we issued fractional interests in shares of the Series A Preferred Stock in the form of the Depositary
Shares. Each Depositary Share represents a 1/1,000th interest in a share of the Series A Preferred Stock, and is evidenced by a depositary
receipt. The shares of the Series A Preferred Stock represented by the Depositary Shares are deposited under a deposit agreement among
us, Equiniti Trust Company, as the Depositary, and the holders from time to time of the depositary receipts evidencing the Depositary
Shares. Subject to the terms of the deposit agreement, each holder of Depositary Shares is entitled, through the Depositary, in proportion
to the applicable fraction of a share of the Series A Preferred Stock represented by such Depositary Shares, to all the rights and preferences
of the Series A Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights).


 




Dividends and Other Distributions


 


The Depositary will distribute any cash dividends
or other cash distributions received in respect of the deposited Series A Preferred Stock to the record holders of the Depositary Shares
in proportion to the number of the Depositary Shares held by each holder on the relevant record date. The Depositary will distribute any
property received by it other than cash to the record holders of the Depositary Shares entitled to those distributions, unless it determines
that the distribution cannot be made proportionally among those holders or that it is not feasible to make a distribution. In that event,
the Depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of the Depositary
Shares in proportion to the number of the Depositary Shares they hold.


 


Record dates for the payment of dividends and other
matters relating to the Depositary Shares are the same as the corresponding record dates for the Series A Preferred Stock.


 






     


     


    

 


The amounts distributed to holders of the Depositary
Shares will be reduced by any amounts required to be withheld by the Depositary or by us on account of taxes or other governmental charges.


 


Redemption of the Depositary Shares


 


If we redeem the Series A Preferred Stock represented
by the Depositary Shares, in whole or in part, a corresponding number of Depositary Shares will be redeemed from the proceeds received
by the Depositary resulting from the redemption of the Series A Preferred Stock held by the Depositary. The redemption price per Depositary
Share will be equal to 1/1,000th of the redemption price per share payable with respect to the Series A Preferred Stock, plus any declared
and unpaid dividends, without accumulation of any undeclared dividends, on the shares of the Series A Preferred Stock. Whenever we redeem
shares of the Series A Preferred Stock held by the Depositary, the Depositary will redeem, as of the same redemption date, the number
of the Depositary Shares representing shares of the Series A Preferred Stock so redeemed.


 


In case of any redemption of less than all of the
outstanding Depositary Shares, the Depositary Shares to be redeemed will be selected by the Depositary pro rata or by lot. In any such
case, the Depositary will redeem the Depositary Shares only in increments of 1,000 shares and any integral multiple thereof.


 


Voting of the Depositary Shares


 


When the Depositary receives notice of any meeting
at which the holders of the Series A Preferred Stock are entitled to vote, the Depositary will mail (or otherwise transmit by an authorized
method) the information contained in the notice to the record holders of the Depositary Shares. Each record holder of Depositary Shares
on the record date, which is the same date as the record date for the Series A Preferred Stock, may instruct the Depositary to vote the
amount of the Series A Preferred Stock represented by the holder’s Depositary Shares. Although each Depositary Share is entitled
to 1/1,000th of a vote, the Depositary can only vote whole shares of Series A Preferred Stock. To the extent possible, the Depositary
will vote the amount of the Series A Preferred Stock represented by the Depositary Shares in accordance with the instructions it receives.
We will agree to take all reasonable actions that the Depositary determines are necessary to enable the Depositary to vote as instructed.
If the Depositary does not receive specific instructions from the holders of any Depositary Shares, it will not vote the amount of the
Series A Preferred Stock represented by such Depositary Shares.


 




Form of the Depositary Shares


 


The Depositary Shares were issued in book-entry
form through DTC. The Series A Preferred Stock is issued in registered form to the Depositary.


 


Depositary


 


Equiniti Trust Company is the Depositary for the
Depositary Shares.


 


IV. 5.75% Series A-2 Junior Subordinated
Debentures and 4.875% Series A-3 Junior Subordinated Debentures


 


The following
description of the 5.75% Series A-2 Junior Subordinated Debentures, which we refer to in this section as the “Series A-2
Junior Subordinated Debentures”, and the 4.875% Series A-3 Junior Subordinated Debentures, which we refer to in this section
as the “Series A-3 Junior Subordinated Debentures” and, together with the Series A-2 Junior Subordinated Debentures, the
 “Junior Subordinated Debentures”, is a summary and does not purport to be complete. It is qualified in its entirety by
reference to the Junior Subordinated Indenture, dated as of March 13, 2007 (as supplemented, the “Junior Subordinated
Indenture”), between American International Group, Inc. and The Bank of New York Mellon, as trustee, which is supplemented in
the case of the Series A-2 Junior Subordinated Debentures by the Second Supplemental Indenture, dated as of March 15, 2007, and
which is supplemented in the case of the Series A-3 Junior Subordinated Debentures by the Third Supplemental Indenture, dated as of
March 15, 2007. We encourage you to read the above referenced indenture, as supplemented, for additional information.


 






     


     


    

 


General


 


The Series A-2 Junior
Subordinated Debentures were originally issued in an initial aggregate principal amount of £750,000,000. The Series A-3 Junior Subordinated
Debentures were originally issued in an initial aggregate principal amount of €1,000,000,000. We may, without the consent of the
holders of the Junior Subordinated Debentures, increase the principal amount of each series of the Junior Subordinated Debentures by issuing
additional debentures of each series on the same terms and conditions (except that the initial public offering price, issue date and initial
interest payment date may vary) and with the same CUSIP number, ISIN and common code as each series of the Junior Subordinated Debentures,
provided that the total principal amount of Series A-2 Junior Subordinated Debentures outstanding may not exceed £1,500,000,000
and the total principal amount of Series A-3 Junior Subordinated Debentures outstanding may not exceed €2,000,000,000 and any further
issues must be fungible for United States federal income tax purposes.


 


We will be required
to repay the principal amount of the Junior Subordinated Debentures on March 15, 2037, or, if that date is not a business day, on
the next business day (for purposes of this section, the “scheduled maturity date”) only to the extent that we have sold
 “qualifying capital securities” during a 180-day period ending on a notice date not more than 30 or less than 10
business days prior to the scheduled maturity date. We will use our commercially reasonable efforts, subject to “market
disruption events,” to sell enough qualifying capital securities to permit repayment of the Junior Subordinated Debentures in
full on the scheduled maturity date. If any amount is not paid on the scheduled maturity date, it will remain outstanding and
continue to bear interest at a floating rate and we will continue to use our commercially reasonable efforts to sell enough
qualifying capital securities to permit the repayment of any remaining principal amount of the Junior Subordinated Debentures in
full. On March 15, 2067, we must pay any remaining principal and interest on the Junior Subordinated Debentures in full whether or
not we have sold qualifying capital securities. The Junior Subordinated Debentures are our unsecured, subordinated obligations and
are junior in right of payment to all of our existing and future senior and subordinated indebtedness. Each of the Series A-2 Junior
Subordinated Debentures and the Series A-3 Junior Subordinated Debentures rank pari passu with each other and with our Series A-1
and A-6 through A-9 Junior Subordinated Debentures (as used in this section, the “outstanding parity securities”).


 


The Junior Subordinated
Debentures were issued in fully registered form and in denominations that are even multiples of €50,000.


 


Interest


 


The Series A-2
Junior Subordinated Debentures will bear interest from and including March 15, 2007 to but excluding March 15, 2017, at the annual
rate of 5.75%, payable semi-annually in arrears on March 15 and September 15 of each year. The Series A-3 Junior Subordinated
Debentures will bear interest from and including March 15, 2007 to but excluding March 15, 2017, at the annual rate of 4.875%,
payable annually in arrears on March 15 of each year. Commencing on March 15, 2017, the Series A-2 Junior Subordinated Debentures
will bear interest from and including March 15, 2017 at a rate equal to three-month Sterling LIBOR plus 1.705% and the Series A-3
Junior Subordinated Debentures will bear interest from and including March 15, 2017 at a rate equal to three-month EURIBOR plus
1.73%, each payable quarterly in arrears on each March 15, June 15, September 15 and December 15. We refer to these dates as
 “interest payment dates” and we refer to the period beginning on and including March 15, 2007 and ending on but
excluding the first interest payment date and each successive period beginning on and including an interest payment date and ending
on but excluding the next interest payment date as an “interest period.” The amount of interest payable for any interest
period ending on or prior to March 15, 2017 will be computed on the basis of the number of days from and including the date on which
the interest begins to accrue during the relevant interest period to but excluding the scheduled date on which the interest is
payable, divided by the number of days in the relevant interest period (including the first day but excluding the last day of such
interest period). The amount of interest payable for any interest period commencing on or after March 15, 2017 will be computed on
the basis of, in the case of the Series A-2 Junior Subordinated Debentures, a 365-day year, and in the case of the Series A-3 Junior
Subordinated Debentures, a 360-day year and the actual number of days elapsed. In the event that any interest payment date on or
before March 15, 2017 would otherwise fall 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 will accrue as a result of that postponement. In the event that any
interest payment date after March 15, 2017 would otherwise fall on a day that is not a business day, that interest payment date will
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.


 






     


     


    

 


Accrued interest that
is not paid on the applicable interest payment date will bear additional interest, to the extent permitted by law, at the interest rate
in effect from time to time, from the relevant interest payment date, compounded on each subsequent interest payment date.


 


For the purposes of calculating
interest due on the Series A-2 Junior Subordinated Debentures after March 15, 2017:


 


		·	“Three-month Sterling LIBOR,” with
respect to any quarterly interest period, will be the rate (expressed as a percentage per annum) for deposits in pounds Sterling for
a three-month period that appears on Reuters Screen LIBOR01 as of 11:00 a.m., London time, on the first day of such interest period.
If three-month Sterling LIBOR cannot be determined as described above, the rate for such interest period will be determined on the basis
of the rates at which deposits in pounds Sterling are offered by four leading banks selected by the calculation agent, at approximately
11:00 a.m., London time, on the first day of such interest period, to prime banks in the London interbank market for a period of three
months commencing on the first day of such interest period. These quotations will be based upon a principal amount that is representative
of a single transaction in pounds Sterling in such market at the time. If two or more quotations are provided, three-month Sterling LIBOR
for the interest period will be the arithmetic mean of the quotations. If fewer than two quotations are provided, three-month Sterling
LIBOR will be the arithmetic mean of the rates quoted by major banks in London, selected by the calculation agent, at approximately 11:00
a.m., London time, on the first day of such interest period. The rates quoted will be for loans in pounds Sterling for a three-month
period to leading European banks commencing on the first day of such interest period.



 


Rates quoted must be based on a
principal amount that is representative of a single transaction in pounds Sterling in such market at that time. If fewer than three banks
are quoting rates, three-month Sterling LIBOR for the applicable period will be the same as for the immediately preceding interest period,
or, in the case of the quarterly interest period beginning on March 15, 2017, three-month Sterling LIBOR will be 5.53%.


 


		·	“Calculation agent” means AIG Financial Products
Corp., or any other firm appointed by us, acting as calculation agent.



 


		·	A “London banking day” means any day on which dealings
in pounds Sterling are transacted in the London interbank market.



 


		·	“Reuters Screen LIBOR01” means the display designated
on Reuters Screen LIBOR01 or any successor service or page for the purpose of displaying LIBOR offered rates of major banks, as determined
by the calculation agent.



 


For the purposes of calculating
interest due on the Series A-3 Junior Subordinated Debentures after March 15, 2017:


 


		·	“Three-month EURIBOR,” with respect
to any quarterly interest period, will be the rate (expressed as a percentage per annum) for deposits in euro for a three-month period
that appears on Reuters Screen EURIBOR01 as of 11:00 a.m., Brussels time, on the second TARGET settlement day (as defined below for purposes
of this section) immediately preceding the first day of such interest period. If the Reuters Screen EURIBOR01 does not include such a
rate or is unavailable on such date, the calculation agent (as defined below for purposes of this section) will request the principal
London office of each of four major banks in the Euro-zone inter-bank market, as selected by the calculation agent (after consultation
with us), to provide such bank’s offered quotation (expressed as a percentage per annum) as of approximately 11:00 am., Brussels
time, on such date, to prime banks in the Euro-zone inter-bank market for deposits in an amount in euro that is representative for a
single transaction in such market and for a three-month period beginning on the day that is two TARGET settlement days after such date.
If at least two such offered quotations are so provided, the rate for the interest period will be the arithmetic mean of such quotations.
If fewer than two such quotations are so provided, the calculation agent will request each of three major banks in London, as selected
by the calculation agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., London
time, on such date. Rates quoted will be for loans in euro to leading European banks for a three-month period beginning on the day that
is two TARGET settlement days after such date based on a principal amount that is representative of a single transaction in that market
at that time. If at least two such rates are so provided, the rate for the
interest period will be the arithmetic mean of such rates. If fewer than two such rates are so provided then the rate for the interest
period will be the rate in effect with respect to the immediately preceding interest period, or, in the case of the quarterly interest
period beginning on March 15, 2017, three-month EURIBOR will be 3.879%.



 






     


     


    

 


		·	“Calculation agent” means AIG Financial Products
Corp., or any other firm appointed by us, acting as calculation agent.



 


		·	A “TARGET settlement day” means a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.



 


		·	“Reuters Screen EURIBOR01” means the display designated
on Reuters Screen EURIBOR01 or any successor service or page for the purpose of displaying EURIBOR offered rates of major banks, as determined
by the calculation agent.



 


All percentages resulting
from any calculation of three-month Sterling LIBOR or three-month EURIBOR will be rounded upward or downward, as appropriate, to the next
higher or lower one hundred-thousandth of a percentage point (for example, 9.876541% (or .09876541) would be rounded down to 9.87654%
(or .0987654) and 9.876545% (or .09876545) would be rounded up to 9.87655% (or .0987655)). All amounts used in or resulting from any calculation
will be rounded upward or downward, as appropriate, to the nearest cent, with one-half cent or more being rounded upward. The establishment
of three-month Sterling LIBOR or three-month EURIBOR for each interest period by the calculation agent shall (in the absence of manifest
error) be final and binding.


 


In determining three-month
Sterling LIBOR or three-month EURIBOR during a particular interest period, the calculation agent may obtain rate quotes from various banks
or dealers active in the relevant market. Those reference banks and dealers may include the calculation agent itself and our other affiliates.


 


Option to Defer Interest Payments


 


We may elect at one or
more times to defer payment of interest on the Junior Subordinated Debentures for one or more consecutive interest periods that do not
exceed 10 years. We may defer payment of interest prior to, on or after the scheduled maturity date. We may not defer interest beyond
March 15, 2067 or the earlier redemption date of any Junior Subordinated Debentures being redeemed. We currently do not intend to exercise
our option to defer interest on the Junior Subordinated Debentures.


 


Deferred interest on
the Junior Subordinated Debentures will bear interest at the then applicable interest rate, compounded on each interest payment date,
subject to applicable law. As used in this section, a “deferral period” refers to the period beginning on an interest payment
date with respect to which we elect to defer interest and ending on the earlier of (i) the tenth anniversary of that interest payment
date and (ii) the next interest payment date on which we have paid all accrued and previously unpaid interest on the Junior Subordinated
Debentures.


 


We have agreed in the
Junior Subordinated Indenture that:


 


		·	immediately following the first interest payment date during
the deferral period on which we elect to pay current interest or, if earlier, the fifth anniversary of the beginning of the deferral
period, we will be required to use commercially reasonable efforts to sell “common stock,” “qualifying warrants”
and “qualifying non-cumulative preferred stock” pursuant to the alternative payment
mechanism, unless we have delivered notice of a “market disruption event,” and apply the “eligible proceeds,”
as these terms are defined in the Third Supplemental Indenture to the Junior Subordinated Indenture, to the payment of any deferred interest
(and compounded interest) on the next interest payment date, and this requirement will continue in effect until the end of the deferral
period; and



 








     


     


    

 


		·	we will not pay deferred interest on the Junior Subordinated
Debentures (and compounded interest thereon) prior to the final maturity date from any source other than eligible proceeds, unless otherwise
required by an applicable regulatory authority, the deferral period is terminated on the interest payment date following certain business
combinations described below or an event of default has occurred and is continuing.



 


We may pay current interest at all times from
any available funds.


 


If we are involved in
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 (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 the foregoing rules will not apply to any deferral period that is terminated on the next interest payment date following
the date of consummation of the business combination. For purposes of this section, “continuing director” means a director
who was a director of AIG at the time the definitive agreement relating to the transaction was approved by the AIG board of directors.


 


Although our failure
to comply with the foregoing rules with respect to the alternative payment mechanism and payment of interest during a deferral period
will be a breach of the Junior Subordinated Indenture, it will not constitute an event of default under the Junior Subordinated Indenture
or give rise to a right of acceleration or similar remedy.


 


We will give the holders
of the Junior Subordinated Debentures and the indenture trustee written notice of our election to begin a deferral period at least one
business day before the record date for the next interest payment date. However, our failure to pay interest on any interest payment date
will itself constitute the commencement of a deferral period unless we pay such interest within five business days after the interest
payment date, whether or not we provide a notice of deferral. A failure to pay interest will not give rise to an event of default unless
we fail to pay interest, including compounded interest, in full for a period of 30 days after the conclusion of a 10-year period following
the commencement of any deferral period.


 


If we have paid all deferred
interest on the Junior Subordinated Debentures, we can again defer interest payments on the Junior Subordinated Debentures as described
above. The Junior Subordinated Indenture does not limit the number or frequency of interest deferral periods.


 


Dividend and Other Payment Stoppages
during Interest Deferral and under Certain Other Circumstances


 


We have agreed
that, so long as any Junior Subordinated Debentures remain outstanding, if an event of default has occurred and is continuing or we
have given notice of our election to defer interest payments but the related deferral period has not yet commenced or a deferral
period is continuing, then we will not, and will not permit any of our subsidiaries to:


 


		·	declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any shares of our capital stock;



 






     


     


    

 


		·	make any payment of principal of, or interest or premium,
if any, on, or repay, purchase or redeem any of our debt securities that upon our liquidation rank pari passu with, or junior
to, the Junior Subordinated Debentures; or



 


		·	make any guarantee payments regarding any guarantee by us
of the junior subordinated debt securities of any of our subsidiaries if the guarantee ranks pari passu with, or junior in interest
to, the Junior Subordinated Debentures.



 


The restrictions listed above do not apply to:


 


		·	purchases, redemptions or other acquisitions of shares of
our capital stock in connection with:



 


		•	any employment benefit plan or other compensatory contract
or arrangement; or the Assurance Agreement, dated as of June 27, 2005, by AIG 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); or



 


		•	a dividend reinvestment, stock purchase plan or other similar
plan;



 


		·	any exchange or conversion of any class or series of our
capital stock (or any capital stock of a subsidiary of AIG) for any class or series of our capital stock or of any class or series of
our indebtedness for any class or series of our capital stock; or



 


		·	the purchase of fractional interests in shares of our capital
stock in accordance with the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or



 


		·	any declaration of a dividend in connection with any stockholders’
rights plan, or the issuance of rights, equity securities or other property under any stockholders’ rights plan, or the redemption
or repurchase of rights in accordance with any stockholders’ rights plan; or



 


		·	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 on a parity with or junior to such equity securities; or



 


		·	any payment during a deferral period of current interest
in respect of our debt securities that upon our liquidation rank pari passu with the Junior Subordinated Debentures that is made
pro rata to the amounts due on such pari passu securities and on the Junior Subordinated Debentures and any payments of
deferred interest on pari passu securities that, if not made, would cause us to breach the terms of the instrument governing such
pari passu securities; or



 




		·	any payment of principal in respect of pari passu securities
having an earlier scheduled maturity date than the Junior Subordinated Debentures, as required under a provision of such pari passu
securities that is substantially the same as the repayment provisions for the Junior Subordinated Debentures or any such payment
in respect of pari passu securities having the same scheduled
maturity date as the Junior Subordinated Debentures that is made on a pro rata basis among one or more series of such securities
and the Junior Subordinated Debentures; or



 






     


     


    

 


		·	any repayment or redemption of a security necessary to avoid
a breach of the instrument governing the same.



 


In addition, if any deferral
period lasts longer than one year, neither we nor any of our subsidiaries will be permitted to purchase, redeem or otherwise acquire any
securities ranking junior to or pari passu with any APM qualifying securities (for purposes of this section, as defined below under
 “Alternative Payment Mechanism”) the proceeds of which were used to settle deferred interest during the relevant deferral
period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions listed above. However,
if we are involved in a business combination where immediately after its consummation 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 surviving or resulting entity’s board of directors, then the one-year restriction on repurchases
described in the previous sentence will not apply to any deferral period that is terminated on the next interest payment date following
the date of consummation of the business combination.


 


Alternative Payment Mechanism


 


Obligations and Limitations Applicable to All Deferral Periods


 


Subject to the conditions
described under “Option to Defer Interest Payments” above and to the exclusions described in “Market Disruption Events”
below, if we defer interest on the Junior Subordinated Debentures, we will be required, commencing not later than (i) the first interest
payment date on which we elect to pay current interest or (ii) if earlier, the business day following the fifth anniversary of the commencement
of the deferral period, to issue “APM qualifying securities,” as defined below for purposes of this section, subject to the
limits described below, until we have raised an amount of “eligible proceeds,” as defined below for purposes of this section,
at least equal to the aggregate amount of accrued and unpaid deferred interest on the Junior Subordinated Debentures. We refer to this
period as the “APM period” and to this method of funding the payment of accrued and unpaid interest as the “alternative
payment mechanism.”


 


We have agreed to apply
eligible proceeds raised during any deferral period pursuant to the alternative payment mechanism to pay deferred interest on the Junior
Subordinated Debentures.


 


“Eligible proceeds,”
for each relevant interest payment date, means the net proceeds (after underwriters’ or placement agents’ fees, commissions
or discounts and other expenses relating to the issuance or sale) that AIG has received during the 180 days prior to the related distribution
date from the issuance of APM qualifying securities to persons that are not subsidiaries of AIG.


 


“APM qualifying
securities” means common stock, qualifying warrants and qualifying non-cumulative preferred stock.


 




“Common stock,”
under the alternative payment mechanism, means shares of AIG common stock, including treasury stock and shares of common stock sold pursuant
to AIG’s dividend reinvestment plan and employee benefit plans up to the “maximum share number,” as defined below.


 






     


     


    

 


“Qualifying warrants”
means net share settled warrants to purchase shares of common stock that:


 


		·	have an exercise price greater than the “current stock
market price” of our common stock as of their date of pricing;



 


		·	we are not entitled to redeem for cash and the holders are
not entitled to require us to repurchase for cash in any circumstances; and



 


		·	do not entitle the holders thereof to purchase a number of
shares of our common stock in excess of the then applicable “maximum warrant number,” as defined below.



 


We intend to issue qualifying
warrants with exercise prices at least 10% above the current stock market price of our common stock on the date of pricing of the warrants.
The “current stock market price” of our common stock on any date is 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 our common stock is not then listed
on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which our common stock is traded. If our common
stock is not listed on any U.S. securities exchange on the relevant date, the “current stock market price” will be the average
of the mid-point of the bid and ask prices for our common stock on the relevant date from each of at least three nationally recognized
independent investment banking firms selected by us for this purpose.


 


“Qualifying non-cumulative
preferred stock” means our 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 disclosure,” as such terms are defined in the Replacement
Capital Covenant with respect to each series of Junior Subordinated Debentures, and has a provision that prohibits AIG from making any
distributions thereon 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 applicable to the Junior Subordinated Debentures. We are not permitted
to issue qualifying non-cumulative preferred stock for the purpose of paying deferred interest to the extent the net proceeds of such
issuance applied to pay interest on the Junior Subordinated Debentures pursuant to the alternative payment mechanism, together with the
net proceeds of all prior issuances of qualifying non-cumulative preferred stock applied during the current and all prior deferral periods,
would exceed 25% of the aggregate principal amount of the Junior Subordinated Debentures initially issued under the junior debt indenture
(the “preferred stock issuance cap”).


 


The “maximum share
number” will initially equal 100 million and the “maximum warrant number” will initially equal 100 million. If the number
of issued and outstanding shares of our 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 will be correspondingly adjusted. We may, at our discretion
and without the consent of the holders of the Junior Subordinated Debentures, increase the maximum share number or the maximum warrant
number or both (including through the increase of our authorized share capital, if necessary) if we determine that such increase is necessary
to allow us to issue sufficient common stock and/or qualifying warrants to pay deferred interest on the Junior Subordinated Debentures.


 






     


     


    

 




Additional Limitations Applicable to the
First Five Years of Any Deferral Period


 


We may become subject
to the alternative payment mechanism prior to the fifth anniversary of the commencement of a deferral period if we elect to pay current
interest prior to such date. In such event, we are not required to issue shares of common stock or qualifying warrants under the alternative
payment mechanism for the purpose of paying deferred interest during the first five years of that 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 Junior Subordinated Debentures pursuant to the alternative payment mechanism would,
in the aggregate, exceed 2% of the total number of issued and outstanding shares of our common stock as of the date of our then most recent
publicly available consolidated financial statements (the “stock and warrant issuance cap”).


 


Once we reach the stock
and warrant issuance cap for a deferral period, we will not be required to issue more shares of common stock or qualifying warrants under
the alternative payment mechanism during the first five years 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 our common stock. The stock and warrant issuance cap
will cease to apply after the fifth anniversary of the commencement of any deferral period, at which point we must pay any deferred interest
regardless of the time at which it was deferred, using the alternative payment mechanism, subject to the limitations described under “Obligations
and Limitations Applicable to All Deferral Periods” above and any market disruption event. In addition, if the stock and warrant
issuance cap is reached during a deferral period and we subsequently pay all deferred interest, the stock and warrant issuance cap will
cease to apply at the termination of such deferral period, reset to zero and will not apply again unless and until we start a new deferral
period. The preferred stock issuance cap, however, does not reset to zero even if we pay all deferred interest and the net proceeds from
sales of qualifying non-cumulative preferred stock applied pursuant to the alternative payment mechanism during such deferral period and
all prior deferral periods cumulate as qualifying non-cumulative preferred stock is issued to pay deferred interest.


 


Remedies and Market Disruptions


 


Although our failure to comply with our obligations
with respect to the alternative payment mechanism will breach a covenant under the Junior Subordinated Indenture, it will not constitute
an event of default thereunder or give rise to a right of acceleration or similar remedy.


 


If, due to a market
disruption event or otherwise, we were able to raise some, but not all, eligible proceeds necessary to pay all deferred interest on
any interest payment date, we will apply any available eligible proceeds to pay accrued and unpaid interest on the applicable
interest payment date in chronological order based on the date each payment was first deferred, and you will be entitled to receive
your pro rata share of any amounts so paid. If, in addition to the Junior Subordinated Debentures, other pari passu securities
are outstanding under which we are obligated to sell common stock, qualifying warrants or qualifying non-cumulative preferred stock
and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of
net proceeds received by us from those sales and available for payment of the deferred interest and distributions shall be applied
to the Junior Subordinated Debentures and those other 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, the preferred
stock issuance cap (or comparable provisions in the instruments governing those pari passu securities) in proportion to the
total amounts that are due on the Junior Subordinated Debentures and such pari passu securities. The Junior Subordinated
Debentures permit pro rata payments to be made on any other series so long as we deposit with our paying agent or segregate
and hold in trust for payment the pro rata proceeds applicable to such series that we have not paid.


 






     


     


    

 


Market Disruption Events


 


A “market disruption event” means,
for purposes of sales of APM qualifying securities pursuant to the alternative payment mechanism or sales of qualifying capital securities,
as applicable (collectively, the “permitted securities”), the occurrence or existence of any of the following events or sets
of circumstances:


 


		·	trading in securities generally (or in our shares specifically)
on the New York Stock Exchange or any other national securities exchange, or in the over-the-counter market, on which our 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;



 


		·	we would be required to obtain the consent or approval of
our stockholders or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue permitted
securities and we fail to obtain that consent or approval notwithstanding our commercially reasonable efforts to obtain that consent
or approval;



 


		·	an event occurs and is continuing as a result of which the
offering document for the offer and sale of permitted securities would, in our 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 one or more events described under this bullet point shall not constitute
a market disruption event with respect to a period of more than 90 days in any 180-day period;



 


		·	we reasonably believe 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 Securities and Exchange Commission
(for reasons other than those referred to in the immediately preceding bullet point) and we are unable to comply with such rule or regulation
or such compliance is unduly burdensome, provided that one or more events described under this bullet point shall not constitute a market
disruption event with respect to a period of more than 90 days in any 180-day period;



 


		·	a banking moratorium shall have been declared by the federal
or state authorities of the United States that results in a disruption of any of the markets on which our securities are trading;



 


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



 


		·	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 our capital stock has been materially disrupted; or



 






     


     


    

 


		·	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 our judgment, impracticable or inadvisable to proceed with the offer and sale of the permitted securities.



 


We will be excused from our obligations under the
alternative payment mechanism in respect of any interest payment date if we provide written certification to the indenture trustee (which
the indenture trustee will promptly forward upon receipt to each holder of record of Junior Subordinated Debentures) no more than 30 and
no less than 10 business days in advance of that interest payment date certifying that:


 


		·	a market disruption event occurred after the immediately
preceding interest payment date; and



 


		·	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 that certification is provided or (b) the market disruption event continued for only part of this period, but we were
unable after commercially reasonable efforts to raise sufficient eligible proceeds during the rest of that period to pay all accrued
and unpaid interest.



 


We will not be excused from our obligations under
the alternative payment mechanism or our obligations in connection with the repayment of principal if we determine not to pursue or complete
the sale of permitted securities due to pricing, dividend rate or dilution considerations.


 


Limitation on Claims in the Event of
Our Bankruptcy, Insolvency or Receivership


 


The Junior Subordinated Indenture provides that
a holder of Junior Subordinated Debentures, by that holder’s acceptance of the Junior Subordinated Debentures, agrees that in the
event of our bankruptcy, insolvency or receivership prior to the redemption or repayment of such holder’s Junior Subordinated Debentures,
that holder of Junior Subordinated Debentures will 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.


 


Early Redemption


 


The Junior Subordinated
Debentures:


 


		·	are redeemable, in whole, but not in part, at our option
at any time prior to March 15, 2017, and, in whole or in part, on any interest payment date on or after March 15, 2017, as described
below;



 


		·	are redeemable at any time, in whole but not in part, upon
the occurrence of a “rating agency event” or a “tax event”, as described below;



 






     


     


    

 




		·	are redeemable at any time, in whole but not in part, if
we become obligated to pay additional amounts, as described below under “Additional Amounts”; and



 


		·	are not subject to any sinking fund, a holder’s right
to require us to purchase such holder’s Junior Subordinated Debentures or similar provisions;



 


provided that any redemption of Junior
Subordinated Debentures will be subject to the restrictions described in the Replacement Capital Covenant with respect to each series
of Junior Subordinated Debentures.


 


In the case of a redemption
on or after March 15, 2017, or if we become obligated to pay “additional amounts” other than as a result of an event that
would, upon receipt of the opinion required under “tax event,” constitute a tax event, the redemption price will be equal
to 100% of the principal amount of the applicable series of Junior Subordinated Debentures, plus accrued interest thereon to the date
of redemption.


 


In the case of a redemption
prior to March 15, 2017, the redemption price will be equal to:


 


		·	100% of the principal amount of the applicable series of
Junior Subordinated Debentures; or



 


		·	as determined by the calculation agent, if greater, the sum
of the present values of the remaining scheduled payments of principal (assuming for this purpose that the Junior Subordinated Debentures
are to be redeemed at their principal amount on March 15, 2017) discounted from March 15, 2017, and interest thereon that would have
been payable to and including March 15, 2017 (not including any portion of any payment of interest accrued to the redemption date) discounted
from the relevant interest payment date to the redemption date on, in the case of the Series A-2 Junior Subordinated Debentures, a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Sterling gross redemption yield (as determined by reference
to the middle market price) at 11:00 a.m., London time, on the reference date of the Sterling reference bond, and in the case of the
Series A-3 Junior Subordinated Debentures, an annual basis at the then current yield on the comparable Bundesobligationen issue plus
(i) 0.50% in the case of any redemption in whole upon the occurrence of a “rating agency event” or a “tax event”
or (ii) 0.15% or 0.25% for the Series A-2 Junior Subordinated Debentures and Series A-3 Junior Subordinated Debentures, respectively,
in all other cases;



 


plus, in either case, accrued interest on
the Junior Subordinated Debentures to the date of redemption.


 


If we redeem or repay the Junior Subordinated Debentures when any deferred
interest remains unpaid, the unpaid deferred interest (including compounded interest thereon) may only be paid pursuant to the alternative
payment mechanism, as described under “Alternative Payment Mechanism” above.


 


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


 


“Comparable
Bundesobligationen issue” means the 3.750% German Bundesobligationen due January 4, 2017 or, if such security is no longer in
issue, the German Bundesobligationen 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 March 15, 2017 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.


 






     


     


    

 




“Reference date”
means the date which is three business days prior to the date fixed for redemption.


 


“Sterling gross
redemption yield” means, the gross redemption yield on such security (as calculated by the calculation agent on the basis set out
in the United Kingdom Debt Management Office in the paper “Formulae for Calculating Gilt Prices from Yields” page 4, Section
One: Price/Yield Formulae “Conventional Gilts; Double-dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon
Date” (published on June 8, 1998 and updated on March 15, 2002 and as further updated or amended) on a semi-annual compounding basis
(converted on an annualized yield and rounded up (if necessary) to four decimal places)).


 


“Sterling reference
bond” means the 4.00% Treasury Stock due September 7, 2016, or if such stock is no longer in issue such other United Kingdom government
stock with a maturity date as near as possible to March 15, 2017, as the calculation agent may, with the advice of the Sterling reference
market makers, determine to be appropriate by way of substitution for the 4.00% Treasury Stock due September 7, 2016.


 


“Sterling reference
market makers” means three brokers or market makers of gilts selected by the calculation agent.


 


For purposes of the above, a “tax event” means that we
have requested and received an opinion of counsel experienced in such matters to the effect that, as a result of any:


 


		·	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
the date of the prospectus supplement relating to the Junior Subordinated Debentures;



 


		·	proposed change in those laws or regulations that is announced
after the date of the prospectus supplement relating to the Junior Subordinated Debentures;



 


		·	official administrative decision or judicial decision or
administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the
date of the prospectus supplement relating to the Junior Subordinated Debentures; or



 


		·	threatened challenge asserted in connection with an audit
of us, 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 Junior Subordinated Debentures;



 


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


 


For purposes of the
above, a “rating agency event” means a change by any nationally recognized statistical rating organization within the
meaning of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that
currently publishes a rating for us (a “rating agency”) to its equity credit criteria for securities such as the Junior
Subordinated Debentures, as such criteria was in effect on the date of the prospectus supplement relating to the Junior Subordinated
Debentures (the “current criteria”), which change results in a lower equity credit being given to the Junior
Subordinated Debentures as of the date of such change than the equity credit that would have been assigned to the Junior
Subordinated Debentures as of the date of such change by such rating agency pursuant to its current criteria.


 






     


     


    

 


If less than all of the
applicable series of the Junior Subordinated Debentures are to be redeemed at any time, selection of Junior Subordinated Debentures of
the applicable series for redemption will be made by the indenture trustee under the Junior Subordinated Indenture in compliance with
the rules and requirements of the New York Stock Exchange or the principal securities exchange, if any, on which such series of the Junior
Subordinated Debentures is listed at the time of redemption or, if the such series of the Junior Subordinated Debentures is not so listed
or that exchange prescribes no method of selection, on a pro rata basis, by lot or by such other method as the indenture trustee
may deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of such series
of the Junior Subordinated Debenture; provided that Junior Subordinated Debentures with a principal amount of €50,000 or less will
not be redeemed in part.


 


We will issue a notice
of redemption at least 10 but not more than 60 days before the redemption date. If any Junior Subordinated Debentures are to be redeemed
in part only, the notice of redemption will state the portion of the principal amount thereof to be redeemed. A new Junior Subordinated
Debenture in principal amount equal to the unredeemed portion thereof will be issued and delivered to the indenture trustee, or its nominee,
or, in the case of Junior Subordinated Debentures in definitive form, issued in the name of the holder thereof, in each case upon cancellation
of the original Junior Subordinated Debenture.


 


Additional Amounts


 


Subject to the exemptions
and limitations set forth below, we will pay additional amounts (“additional amounts”) on the Junior Subordinated Debentures
with respect to any beneficial owner of the Junior Subordinated Debentures that is a non U.S. person to ensure that each net payment to
that non U.S. person on the Junior Subordinated Debentures that it beneficially owns will not be less, due to the payment of U.S. withholding
tax, than the amount then otherwise due and payable. For this purpose, a “net payment” on a Junior Subordinated Debenture
means a payment by us or any paying agent, including payment of principal and interest, after deduction for any present or future tax,
assessment, or other governmental charge on the additional amounts. As used in this section, “U.S.” means the United States
of America, including each state of the United States and the District of Columbia, its territories, its possessions, and other areas
within its jurisdiction. Additional amounts are included in the interest on the Junior Subordinated Debentures.


 


We will not be required
to make any payment of any tax, assessment or other governmental charge imposed by any government, political subdivision, or taxing authority
of that government, except as provided in the prior paragraph. In addition, if we become obligated to pay additional amounts, other than
as a result of an event that would, upon receipt of the opinion required under “tax event,” constitute a tax event, we may
redeem the Junior Subordinated Debentures at any time in whole but not in part at 100% of their principal amount plus accrued and unpaid
interest through the date of redemption as described above under “Early Redemption.”


 


We will not be required
to pay additional amounts, however, in any of the circumstances described in items (1) through (13) below.


 






     


     


    

 


(1) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is imposed or withheld solely by reason of the beneficial owner:


 


		·	having a relationship with the U.S. as a citizen, resident,
or otherwise;



 




		·	having had such a relationship in the past; or



 


		·	being considered as having had such a relationship.



 


(2) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is imposed or withheld solely by reason of the beneficial owner:


 


		·	being treated as present in or engaged in a trade or business
in the U.S.;



 


		·	being treated as having been present in or engaged in a trade
or business in the U.S. in the past; or



 


		·	having or having had a permanent establishment in the U.S.



 


(3) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is imposed or withheld solely by reason of the beneficial owner being or having been a:


 


		·	personal holding company;



 


		·	foreign private foundation or other foreign tax-exempt organization;



 


		·	passive foreign investment company;



 


		·	controlled foreign corporation; or



 


		·	corporation that has accumulated earnings to avoid U.S. federal
income tax.



 


(4) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10% or
more of the total combined voting power of all classes of our stock entitled to vote.


 


(5) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing Junior Subordinated Debentures
in the ordinary course of its lending business or (ii) that is neither (A) buying the Junior Subordinated Debentures for investment purposes
only nor (B) buying the Junior Subordinated Debentures for resale to a third-party that either is not a bank or holding the Junior Subordinated
Debentures for investment purposes only.


 


For purposes of
items (1) through (5) above, “beneficial owner” includes a fiduciary, settlor, partner, member, shareholder or
beneficiary of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or
a person holding a power over an estate or trust administered by a fiduciary holder.


 






     


     


    

 


(6) Additional amounts
will not be payable to any beneficial owner of a Junior Subordinated Debenture that is:


 


		·	a fiduciary;



 




		·	a partnership;



 


		·	a limited liability company;



 


		·	another fiscally transparent entity; or



 


		·	not the sole beneficial owner of the Junior Subordinated Debenture,
or any portion of the Junior Subordinate Debenture.



 


However, this exception to the obligation
to pay additional amounts will apply only to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner,
partner, or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to
the payment of an additional amount had the beneficiary, settlor, beneficial owner, partner, or member received directly its beneficial
or distributive share of the payment.


 


(7) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is imposed or withheld by reason of the failure of the beneficial owner or any other person to comply with applicable certification,
identification, documentation or other information reporting requirements. This exception to the obligation to pay additional amounts
will apply only if compliance with these reporting requirements is required as a precondition to exemption from such tax, assessment or
other governmental charge by statute or regulation of the U.S. or by an applicable income tax treaty to which the U.S. is a party.


 


(8) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is collected or imposed by any method other than by withholding from a payment on the applicable Junior Subordinated Debentures
by us or any withholding agent (within the meaning of the applicable rules).


 


(9) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is imposed or withheld by reason of the presentation by the beneficial owner for payment more than 30 days after the date
on which such payment becomes due or is duly provided for, whichever occurs later.


 


(10) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any:


 


		·	estate tax;



 


		·	inheritance tax;



 


		·	gift tax;



 






     


     


    

 


		·	sales tax;



 


		·	excise tax;



 


		·	transfer tax;



 


		·	wealth tax;



 


		·	personal property tax; or



 




		·	similar tax, assessment, withholding, deduction or other governmental
charge.



 


(11) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge required to be withheld by any withholding agent (within the meaning of the applicable rules) from a payment of principal or interest
on the Junior Subordinated Debentures if that payment can be made without such withholding by any other withholding agent.


 


(12) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any tax, assessment or other governmental
charge that is required to be made pursuant to any EU Directive on the taxation of savings income or any law implementing or complying
with, or introduced to conform to, any such Directive.


 


(13) Additional amounts
will not be payable if a payment on the Junior Subordinated Debentures is reduced as a result of any combination of items (1) through
(12) above.


 


As used in this section
the term “non U.S. person” means any person who, for U.S. federal income tax purposes is:


 


		·	a nonresident alien individual;



 


		·	a foreign corporation;



 


		·	a foreign partnership, one or more of the members of which,
for U.S. federal income tax purposes, is a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a
foreign estate or trust; or



 


		·	a nonresident alien fiduciary of an estate or trust that is
not subject to U.S. federal income tax on a net income basis on income or gain from a Junior Subordinated Debenture.



 


Events of Default


 


The following events
are “events of default” with respect to each series of Junior Subordinated Debentures:


 


		·	default in the payment of interest, including compounded interest,
in full on such series of Junior Subordinated Debenture for a period of 30 days after the conclusion of a 10-year period following the
commencement of any deferral period; or



 






     


     


    

 


		·	default in the payment of the principal on such series of
Junior Subordinated Debenture at the final maturity date or upon a call for redemption; or



 


		·	certain events of bankruptcy, insolvency and reorganization
involving AIG.



 


Remedies If an Event of Default Occurs


 


All remedies
available upon the occurrence of an event of default under the junior debt indenture will be subject to the restrictions described
below under “Subordination.” If an event of default occurs, the indenture trustee will have special duties. In that
situation, the indenture trustee will be obligated to use its rights and powers under the junior debt indenture, and to use the same
degree of care and skill in doing so, that a prudent person would use in that situation in conducting his or her own affairs. If an
event of default of the type described in the first bullet point in the definition of that term has occurred and has not been cured,
the indenture trustee or the holders of at least 25% in principal amount of the applicable series of Junior Subordinated Debentures
may declare the entire principal amount of all the then outstanding Junior Subordinated Debentures of such series to be due and
immediately payable. This is called a declaration of acceleration of maturity. If an event of default described in the third bullet
point in the definition has occurred, the principal amount of all then outstanding Junior Subordinated Debentures will immediately
become due and payable. In the case of any other default or breach of the Junior Subordinated Indenture by AIG, including an event
of default under the second bullet point in the definition of that term, there is no right to declare the principal amount of the
applicable series of Junior Subordinated Debentures immediately due and payable.


 


The holders of a majority
in aggregate outstanding principal amount of each series of Junior Subordinated Debentures may, on behalf of the holders of such series
of Junior Subordinated Debentures, waive any default or event of default, except an event of default under the second or third bullet
point above or a default with respect to a covenant or provision which under the Junior Subordinated Indenture cannot be modified or amended
without the consent of the holder of the applicable outstanding Junior Subordinated Debenture.


 


Except in cases of an
event of default, where the indenture trustee has the special duties described above, the indenture trustee is not required to take any
action under the junior debt indenture at the request of any holders unless the holders offer the indenture trustee reasonable protection
from expenses and liability called an indemnity. If indemnity reasonably satisfactory to the indenture trustee is provided, the holders
of a majority in principal amount of the applicable series of outstanding Junior Subordinated Debentures may direct the time, method and
place of conducting any lawsuit or other formal legal action seeking any remedy available to the indenture trustee. These majority holders
may also direct the indenture trustee in performing any other action under the Junior Subordinated Indenture with respect to the applicable
series of Junior Subordinated Debentures.


 


Before holders bypass
the indenture trustee and bring their own lawsuit or other formal legal action or take other steps to enforce their rights or protect
their interests under the Junior Subordinated Indenture, the following must occur:


 


		·	a holder of the applicable series of Junior Subordinated Debentures
must give the indenture trustee written notice that an event of default has occurred and remains uncured;



 


		·	the holders of 25% in principal amount of the applicable series
of Junior Subordinated Debentures must make a written request that the indenture trustee take action because of the default, and they must offer
reasonable indemnity to the indenture trustee against the cost, expenses and liabilities of taking that action; and



 






     


     


    

 


		·	the indenture trustee must have not taken action for 60 days
after receipt of the above notice and offer of indemnity.



 


We will give to the indenture
trustee every year a written statement of certain of our officers certifying that to their knowledge we are in compliance with the Junior
Subordinated Indenture, or else specifying any default.


 




Subordination


 


Holders of the Junior
Subordinated Debentures should recognize that contractual provisions in the junior debt indenture may prohibit us from making payments
on the Junior Subordinated Debentures. The Junior Subordinated Debentures are subordinate and junior in right of payment, to the extent
and in the manner stated in the junior debt indenture, to all of our senior debt, as defined in the Junior Subordinated Indenture.


 


The Junior Subordinated
Indenture defines “senior debt” as all indebtedness and obligations of, or guaranteed or assumed by, us:


 


		·	for borrowed money;



 


		·	evidenced by bonds, debentures, notes or other similar instruments;
and



 


		·	that represent obligations to policyholders of insurance or
investment contracts



 


in each case, whether existing now or in the
future, and all amendments, renewals, extensions, modifications and refundings of any indebtedness or obligations of that kind. Senior
debt will also include: any subordinated or junior subordinated debt that by its terms is not expressly pari passu or subordinated
to the Junior Subordinated Debentures; all guarantees of securities issued by any trust, partnership or other entity affiliated with us
that is, directly or indirectly, our financing vehicle; and intercompany debt. The Junior Subordinated Debentures will rank pari passu
with the outstanding parity securities. The junior debt indenture does not restrict or limit in any way our ability to incur senior
debt.


 


Senior debt excludes:


 


		·	trade accounts payable and accrued liabilities arising in
the ordinary course of business; and



 


		·	the outstanding parity securities and any other indebtedness,
guarantee or other obligation that is specifically designated as being subordinate, or not superior, in right of payment to the Junior
Subordinated Debentures.



 


As a result, except upon the occurrence of
an event described in the next paragraph, the Junior Subordinated Debentures will rank equally with trade accounts payable and accrued
liabilities.


 


The Junior Subordinated
Indenture provides that, unless all principal of and any premium or interest on the senior debt has been paid in full, no payment or other
distribution may be made with respect to any Junior Subordinated Debentures in the following circumstances:


 






     


     


    

 


		·	in the event of any insolvency or bankruptcy proceedings,
or any receivership, liquidation, reorganization, assignment for creditors or other similar proceedings or events involving us or our
assets; or



 


		·	any event of default with respect to any senior debt for borrowed
money having at the relevant time an aggregate outstanding principal amount of at least $100 million has occurred and is continuing and
has been accelerated (unless the event of default has been cured or waived or ceased to exist and such acceleration has been rescinded);
or



 




		·	in the event the Junior Subordinated Debentures have been
declared due and payable prior to March 15, 2067.



 


If the indenture trustee
under the Junior Subordinated Indenture or any holders of the Junior Subordinated Debentures receive any payment or distribution that
is prohibited under the subordination provisions, then the indenture trustee or the holders will have to repay that money to the holders
of the senior debt.


 


The subordination provisions
do not prevent the occurrence of an event of default. This means that the indenture trustee under the Junior Subordinated Indenture and
the holders of the Junior Subordinated Debentures can take action against us, but they will not receive any money until the claims of
the holders of senior debt have been fully satisfied.


 


Concerning the Trustee


 


The Bank of New York
Mellon is the trustee under the Junior Subordinated Indenture and also the paying agent and the transfer agent and registrar for the Series
A-9 Junior Subordinated Debentures. We have entered, and from time to time may continue to enter, into banking or other relationships
with The Bank of New York Mellon or its affiliates.


 


Payment and Paying Agents


 


The paying agent for
the Junior Subordinated Debentures will initially be the indenture trustee.


 


Notices 


 


We and the indenture
trustee will send notices regarding the Junior Subordinated Debentures only to holders, using their addresses as listed in the indenture
trustee’s records.


 


Governing Law


 


The Junior Subordinated
Indenture and the Junior Subordinated Debentures are be governed by, and construed in accordance with, the laws of the State of New York.