exv4w2





Exhibit
4.2




 





AMERICAN INTERNATIONAL GROUP, INC.




 





Ninth Supplemental



Indenture



Dated as of December 3, 2010



 





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



 





THE BANK OF NEW YORK MELLON,

as Trustee



 





 









 





     NINTH SUPPLEMENTAL INDENTURE, dated as of December 3, 2010 (the “Ninth Supplemental
Indenture”), between American International Group, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”), and The Bank of New York
Mellon, a New York banking corporation, as Trustee (herein called “Trustee”);



R E C I
T A L S:




     WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon, as
trustee, an Indenture, dated as of October 12, 2006 (the “Base Indenture”, and as supplemented by
the Fourth Supplemental Indenture, dated as of April 18, 2007, and the Eighth Supplemental
Indenture, dated as of December 3, 2010 (the “Eighth Supplemental Indenture”), the “Existing
Indenture”) (the Existing Indenture, as the same may be amended or supplemented from time to time,
including by this Ninth Supplemental Indenture, the “Indenture”), providing for the issuance from
time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness
(herein and therein called the “Securities”), to be issued in one or more series as provided in the
Indenture, the First Supplemental Indenture, dated as of December 19, 2006, the Second Supplemental
Indenture, dated as of January 18, 2007, the Third Supplemental Indenture, dated as of March 23,
2007, the Fourth Supplemental Indenture, dated as of April 18, 2007, the Fifth Supplemental
Indenture, dated as of September 20, 2007, the Sixth Supplemental Indenture, dated as of February
26, 2008, the Seventh Supplemental Indenture, dated as of August 18, 2008, and the Eighth
Supplemental Indenture, dated as of December 3, 2010, to the Base Indenture;



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



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



     WHEREAS, Section 301 of the Existing Indenture permits the terms of any additional series of
Securities to be established pursuant to an indenture supplemental to the Existing Indenture;



     WHEREAS, the Company has authorized the issuance of $1,500,000,000 in aggregate principal
amount of its 6.400% Notes Due 2020 (the “Notes”);



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



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     WHEREAS, pursuant to resolutions of (i) the Board of Directors of the Company adopted at a
meeting duly called on September 14, 2010, and (ii) the Finance Committee of the Board of Directors
of the Company adopted at a meeting duly called on October 10, 2007, the Company has duly
authorized the execution and delivery of this Ninth Supplemental Indenture to establish the form
and terms of the Notes; and



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



     NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Notes by the Holders thereof,
it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the
Notes, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION



Section 1.1 Relation to Existing Indenture




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



Section 1.2 Definitions




     For all purposes of this Ninth Supplemental Indenture, the capitalized terms used herein (i)
which are defined in the recitals or introductory paragraph hereof have the respective meanings
assigned thereto in the applicable provision of the recitals and introductory paragraph, and (ii)
which are defined in the Existing Indenture (and which are not defined in the recitals or
introductory paragraph hereof) have the respective meanings assigned thereto in the Existing
Indenture. For all purposes of this Ninth Supplemental Indenture:



     (a) All references herein to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this Ninth Supplemental Indenture; and



     (b) The terms “herein”, “hereof”, and “hereunder” and words of similar import refer to this
Ninth Supplemental Indenture.



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ARTICLE TWO




GENERAL TERMS AND CONDITIONS OF THE NOTES



Section 2.1 Forms of Notes Generally




     The Notes shall be in substantially the forms set forth in this Article with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by the
Existing Indenture and this Ninth Supplemental Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or Depositary thereto, or as may, consistent with
the Existing Indenture and this Ninth Supplemental Indenture, be determined by the officers
executing such Notes, as evidenced by their execution of such Notes.



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



     The Notes shall be issued initially in the form of the Global Notes, registered in the name of
the Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary, for
credit by the Depositary to the respective accounts of beneficial owners of the Notes represented
thereby (or such other accounts as they may direct). Each such Global Note will constitute a
single Security for all purposes of the Indenture.



Section 2.2 Form of Face of the Notes




     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



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



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INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




AMERICAN INTERNATIONAL GROUP, INC.




6.400% NOTES DUE 2020



			
	 	 	 
	No. ________ 

CUSIP No.: 026874BW6
	 	$500,000,000






     AMERICAN INTERNATIONAL GROUP, INC., a corporation duly organized and existing under the laws
of Delaware (herein called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or
its registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on
December 15, 2020, and to pay interest thereon from December 3, 2010, or from the most recent
Interest Payment Date (as defined below) to which interest has been paid or duly provided for,
semiannually in arrears on each June 15 and December 15 (each such date, an “Interest Payment
Date”), commencing on June 15, 2011 at the rate of 6.400% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is registered at the close of business on
the Regular Record Date for such interest, which shall be the May 31 or November 30 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof which shall be given
to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.



     Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.



     In the event that an Interest Payment Date is not a Business Day, the Company shall pay
interest on the next day that is a Business Day, with the same force and effect as if made on the
Interest Payment Date, and without any interest or other payment with respect to the delay. If the
Stated Maturity or earlier Redemption Date falls on a day that is not a Business Day, the payment
of principal, premium, if any, and interest need not be made on such date, but may be made on the
next succeeding Business Day, with the same force and effect as if made on the Stated Maturity or
earlier Redemption Date, provided



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that no interest shall accrue for the period from and after such Stated Maturity or earlier
Redemption Date.




     Payment of the principal of and premium, if any, and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



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


Dated:




	 	 	 	 	 
	 	AMERICAN INTERNATIONAL GROUP, INC.

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 


[SEAL]



Attest:



___________________________




Section 2.3 Form of Reverse of the Notes





     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), designated as its 6.400% Notes Due 2020, issued and to be issued in one or more series
under an Indenture, dated as of October 12, 2006, as supplemented by the Fourth Supplemental
Indenture, dated as of April 18, 2007, the Eighth Supplemental Indenture, dated as of December 3,
2010, and the Ninth Supplemental Indenture, dated as of December 3, 2010 (as so supplemented, the
“Indenture,” which term shall have the meaning assigned to it in such instrument), between the
Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the



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Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated on the face hereof.




     The Notes of this series are subject to redemption at any time, in whole or in part, at the
election of the Company, upon not less than 30 nor more than 60 days’ notice given as provided in
the Indenture, at a Redemption Price equal to the greater of (i) 100% of the principal amount,
together with accrued and unpaid interest to the Redemption Date, and (ii) as determined by the
Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the
Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus
accrued and unpaid interest to the Redemption Date.



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



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



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



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



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



     “Reference Treasury Dealer” means each of Barclays Capital Inc., Citigroup Global Markets
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated or
the respective successor of any of them; provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Person that is a Primary Treasury Dealer;
and (ii) any other Primary Treasury Dealer selected by the Quotation Agent after consultation with
the Company.



     “Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Quotation



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Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference
Treasury Dealer at 3:30 p.m. on the third Business Day preceding such Redemption Date.




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



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



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.



     As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this
series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of a majority in principal
amount of Notes of this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of



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indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for
the enforcement of any payment of principal hereof or premium, if any, or interest hereon on or
after the respective due dates expressed herein.




     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, or interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and premium, if any, or interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.



     The Notes of this series are issuable only in fully registered form without coupons in
denominations of $2,000 and any multiple of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, the Notes of this series are exchangeable for
a like aggregate principal amount of Notes of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



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



Section 2.4 Form of Trustee’s Certificate of Authentication of the Notes




     The Trustee’s certificates of authentication shall be in substantially the following form:



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



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	 	THE BANK OF NEW YORK MELLON

As Trustee

 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Section 2.5 Title and Terms





     Pursuant to Sections 201 and 301 of the Indenture, there is hereby established a series of
Securities, the terms of which shall be as follows:



     (a) Designation. The Notes shall be known and designated as the “6.400% Notes Due 2020.”



     (b) Aggregate Principal Amount. The aggregate principal amount of the Notes that may be
authenticated and delivered under this Ninth Supplemental Indenture is limited to $1,500,000,000,
except for Notes authenticated and delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Notes issued pursuant to Section 304, 305, 306, 906 or 1107 of the Existing
Indenture. The Company may, without the consent of the Holders of the Notes, issue additional
notes having the same ranking, interest rate, Stated Maturity, CUSIP and ISIN numbers and terms as
to status, redemption or otherwise as the Notes, in which event such notes and the Notes shall
constitute one series for all purposes under the Indenture, including without limitation,
amendments, waivers and redemptions.



     (c) Interest and Maturity. The Stated Maturity of the Notes shall be December 15, 2020 and
the Notes shall bear interest and have such other terms as are described in the form of Note set
forth in Sections 2.2 and 2.3 of this Ninth Supplemental Indenture.



     (d) Redemption. The Company shall have no obligation to redeem or purchase the Notes pursuant
to any sinking fund or analogous provision, or at the option of a Holder thereof. The Notes shall
be redeemable at the election of the Company from time to time, in whole or in part, at the times
and at the prices specified in the form of Note set forth in Section 2.3 of this Ninth Supplemental
Indenture. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be
redeemed, at his address appearing in the Security Register.



     (e) Defeasance. The Notes shall be subject to the defeasance and discharge provisions of
Section 1302 of the Existing Indenture and the defeasance of certain obligations and certain events
of default provisions of Section 1303 of the Existing Indenture.



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     (f) Denominations. The Notes shall be issuable only in fully registered form without coupons
and only in denominations of $2,000 and multiples of $1,000 in excess thereof.



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



     (h) Additional Covenant and Amendment to the Base Indenture. The additional covenant of the
Company and amendment to the Base Indenture, each as set forth in Article III of the Eighth
Supplemental Indenture, shall apply to the Notes.



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



Section 2.6 Exchanges of Global Note for Non-Global Note




     Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in
whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be
registered, in the name of any Person other than the Depositary for such Global Note or a nominee
thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no
longer permitted under applicable law to continue as Depositary for such Global Note and the
Company does not appoint another institution to act as Depositary within 90 days, (B) there shall
have occurred and be continuing an Event of Default with respect to such Global Note, or (C) the
Company so directs the Trustee by a Company Order.



ARTICLE THREE




MISCELLANEOUS



Section 3.1 Relationship to Existing Indenture




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



Section 3.2 Modification of the Existing Indenture





	 	 	Except as expressly modified by this Ninth Supplemental Indenture, the




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provisions of the Existing Indenture shall govern the terms and conditions of the Notes.




Section 3.3 Governing Law




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



Section 3.4 Counterparts




     This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



Section 3.5 Trustee Makes No Representation




     The recitals contained herein are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no representation as to
the validity or sufficiency of this Ninth Supplemental Indenture other than its certificates of
authentication.



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



	 	 	 	 	 
	 	AMERICAN INTERNATIONAL GROUP, INC.

 	 
	 	By  	/s/ Robert A. Gender
 	 
	 	 	Name:  	Robert A. Gender 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 


Attest:



/s/
Jeffrey A. Welikson            
     




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By  	/s/ Sherma Thomas
 	 
	 	 	Name:  	Sherma Thomas 	 
	 	 	Title:  	Senior Associate