exv4w1




Exhibit 4.1




 





AMERICAN INTERNATIONAL GROUP, INC.




 





Eighth 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




 








 









 








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



R E C I T
A L S:



     WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon, as
trustee, an Indenture, dated as of October 12, 2006 (the “Base Indenture”, and as supplemented by
the Fourth Supplemental Indenture, dated as of April 18, 2007, the “Existing Indenture”) (the
Existing Indenture, as the same may be amended or supplemented from time to time, including by this
Eighth 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, and the
Seventh Supplemental Indenture, dated as of August 18, 2008, to the Base Indenture;



     WHEREAS, Section 901 of the Existing Indenture permits the Company and the Trustee to enter
into an indenture supplemental to the Existing Indenture to 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 $500,000,000 in aggregate principal amount
of its 3.650% Notes Due 2014 (the “Notes”);



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



     WHEREAS, Section 901(2) of the Base Indenture permits the Company and the Trustee to enter
into an indenture supplemental to the Base Indenture to add to the covenants of the Company for the
benefit of some or all of the Holders of all or any series



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of Securities or of particular Securities within a series as may be specified in the Board
Resolutions (and if such covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the benefit of such series or
such particular Securities) or to surrender any right or power herein conferred upon the Company;




     WHEREAS, the Company wishes to add a covenant, solely for the benefit of the series of
Securities issued on or after the date hereof under the Indenture, including the Notes (such series
of Securities, the “Covered Series”);



     WHEREAS, the changes contemplated in this Eighth Supplemental Indenture concerning such new
covenant comply with the requirements of Section 901(2) of the Base Indenture;



     WHEREAS, Section 901(5) of the Base Indenture permits the Company and the Trustee to enter
into an indenture supplemental to the Base Indenture to add to, change or eliminate any of the
provisions in the Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the benefit of such provision
nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B)
shall become effective only when there is no Security described in clause (i) Outstanding;



     WHEREAS, the Company and the Trustee wish to amend the definition of “Subsidiary” included in
the Base Indenture to include certain partnerships and trusts, solely with respect to the
Securities of the Covered Series;



     WHEREAS, the changes contemplated in this Eighth Supplemental Indenture concerning the
amendment to the definition of “Subsidiary” comply with the requirements of Section 901(5) of the
Base Indenture;



     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 Eighth Supplemental Indenture to establish the form
and terms of the Notes and, solely with respect to the Covered Series, to add the new covenant as
set forth therein and to amend the definition of “Subsidiary”; and



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



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     NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:



     With respect to the Notes, 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, and with respect to the Securities of the Covered
Series other than the Notes, the Company covenants and agrees with the Trustee as follows:



ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION



Section 1.1 Relation to Existing Indenture




     (a) Article II of this Eighth Supplemental Indenture does not apply to any Securities of the
Covered Series other than the Notes.



     (b) (i) The entire Eighth Supplemental Indenture constitutes a part of the Indenture (the
provisions of which, as modified by this Eighth Supplemental Indenture, shall apply to the Notes)
in respect of the Notes, and (ii) this Eighth Supplemental Indenture, excluding Article II hereof,
constitutes a part of the Existing Indenture in respect of the Securities of the Covered Series
other than the Notes, but in each case of clauses (i) and (ii), this Eighth Supplemental Indenture
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 issued prior to the date hereof.



Section 1.2 Definitions




     For all purposes of this Eighth Supplemental Indenture, or the applicable Articles hereof, the
capitalized terms used herein (i) which are defined in the recitals or introductory paragraph
hereof or in Section 3.3 hereof, have the respective meanings assigned thereto in the applicable
provision of the recitals, introductory paragraph and Section 3.3 hereof, and (ii) which are
defined in the Existing Indenture (and which are not defined in the recitals or introductory
paragraph hereof or in Section 3.3 hereof) have the respective meanings assigned thereto in the
Existing Indenture. For all purposes of this Eighth Supplemental Indenture:



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



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



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 Eighth 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 Eighth 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



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REPRESENTATIVE OF CEDE & CO. (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.




AMERICAN INTERNATIONAL GROUP, INC.



3.650% NOTES DUE 2014



			
	 	 	 
	No.                     	 	 
	CUSIP No.: 026874BV8
	 	$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 January
15, 2014, 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 January 15 and July 15 (each such date, an “Interest Payment Date”), commencing
on July 15, 2011 at the rate of 3.650% 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 December 31 or June 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



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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 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 3.650% Notes Due 2014, issued and to be issued in one or more series
under an Indenture, dated as of October 12, 2006, as supplemented by the Fourth Supplemental
Indenture, dated as of April 18, 2007, and the Eighth 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



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“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 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



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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 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



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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 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.



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




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



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



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Section 2.5 Title and Terms





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



     (a) Designation. The Notes shall be known and designated as the “3.650% Notes Due 2014.”



     (b) Aggregate Principal Amount. The aggregate principal amount of the Notes that may be
authenticated and delivered under this Eighth Supplemental Indenture is limited to $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 January 15, 2014 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 Eighth 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 Eighth
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.



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



     (f) Denominations. The Notes shall be issuable only in fully registered form without coupons
and only in denominations of $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 this Eighth
Supplemental Indenture, 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



ADDITIONAL COVENANT AND AMENDMENT TO DEFINITIONS



Section 3.1 Limitation on Liens on Voting Stock of Designated Subsidiaries




     (a) Solely for the benefit of the Securities of the Covered Series, so long as any Securities
of the Covered Series shall remain Outstanding, the Company will not and will not permit any
Designated Subsidiary to, directly or indirectly, create, issue, assume, incur or guarantee any
indebtedness for money borrowed (other than Non-Recourse



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Indebtedness) which is secured by a mortgage, pledge, lien, security interest or other
encumbrance of any nature on any of the present or future Voting Stock of a Designated Subsidiary
unless the Securities of the Covered Series and, if the Company so elects, any other indebtedness
of the Company ranking at least pari passu with the Securities of the Covered
Series, shall be secured equally and ratably with (or prior to) such other secured indebtedness for
money borrowed so long as it is outstanding.




Section 3.2 Amendment to Definitions




     The definition of “Subsidiary” set forth in Section 102 of the Base Indenture is hereby
amended and restated in its entirety solely with respect to the Covered Series as follows:



     ““Subsidiary” means a corporation, partnership, limited liability company or trust more than
50% of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other Subsidiaries.”



Section 3.3 Definitions of Terms Used in This Article III




     For purposes of this Section 3.1, the following terms, as used herein, have the following
meanings:



     “Consolidated Assets of the Company” means the assets of the Company and its consolidated
subsidiaries, to be determined as of the last day of the most recent calendar quarter ended at
least 30 days prior to the date of such determination and in accordance with generally accepted
accounting principles as in effect on the last day of such calendar quarter.



     “Designated Subsidiary” means (1) each of American Home Assurance Company and National Union
Fire Insurance Company of Pittsburgh, Pa., and (2) any Subsidiary the assets of which, determined
as of the last day of the most recent calendar quarter ended at least 30 days prior to the date of
such determination and in accordance with generally accepted accounting principles as in effect on
the last day of such calendar quarter, exceed 20% of the Consolidated Assets of the Company.



     “Non-Recourse Indebtedness” means indebtedness as to which neither the Company nor any of its
Designated Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute indebtedness), or (b) is directly or indirectly
liable as a guarantor or otherwise.



     “Voting Stock” means stock or other interests evidencing ownership in a corporation,
partnership or trust which ordinarily has voting power for the election of directors, or persons
performing equivalent functions, whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency.



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ARTICLE FOUR




MISCELLANEOUS



Section 4.1 Relationship to Existing Indenture




     The Eighth Supplemental Indenture is a supplemental indenture within the meaning of the
Existing Indenture. The Existing Indenture, as supplemented and amended by this Eighth
Supplemental Indenture, is in all respects ratified, confirmed and approved and, (i) with respect
to the Notes, the Existing Indenture, as supplemented and amended by the entire Eighth Supplemental
Indenture, shall be read, taken and construed as one and the same instrument, and (ii) with respect
to the Securities of the Covered Series other than the Notes, the Existing Indenture, as
supplemented and amended by this Eighth Supplemental Indenture, excluding Article II hereof, shall
be read, taken and construed as one and the same instrument.



Section 4.2 Modification of the Existing Indenture




     (a) With respect to the Notes, except as expressly modified by this Eighth Supplemental
Indenture, the provisions of the Existing Indenture shall govern the terms and conditions of the
Notes.



     (b) With respect to the Securities of Covered Series other than the Notes, except as expressly
modified by this Eighth Supplemental Indenture excluding Article II hereof, the provisions of the
Existing Indenture shall apply to each such Security to be issued thereunder.



Section 4.3 Governing Law




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



Section 4.4 Counterparts




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



Section 4.5 Trustee Makes No Representation




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



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     In Witness Whereof, the parties hereto have caused this Eighth 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