Exhibit 10.5


	
 






REGISTRATION
RIGHTS AGREEMENT


by and among


Transatlantic
Holdings, Inc.,


American
International Group, Inc.


and


American
Home Assurance Company


Dated as of
June 4, 2009


	
 












	
 

	
 

	
 

	
 


	
 

	
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made
 and entered into as of [●], 2009, by and among Transatlantic Holdings,
 Inc., a Delaware corporation (the “Company”), American International Group,
 Inc., a Delaware corporation (“AIG”), and American Home Assurance Company, a
 New York corporation (“AHA”).


	
 

	
 

	
 

	
 


	
W I T N E S S E T H:


	
 

	
 

	
 

	
 


	
 

	
WHEREAS, the Company, AIG and AHA have entered into a
 Master Separation Agreement, dated as of May 28, 2009 (the “Separation
 Agreement”), to effect the orderly separation of the Company from AIG and
 AHA; 


	
 

	
 

	
 

	
 


	
 

	
WHEREAS, pursuant to the Separation Agreement, AIG, AHA
 and the Company have agreed to enter into this Agreement at closing of the
 Separation Agreement; and


	
 

	
 

	
 

	
 


	
 

	
WHEREAS, the parties desire to set forth certain
 registration rights applicable to the Registrable Securities (as defined
 below) held from time to time by the Holders, and the Company desires to
 indemnify Holders against certain liabilities to which such Holders may
 become subject as a result of Holders’ interests in the Company.


	
 

	
 

	
 

	
 


	
 

	
NOW, THEREFORE, in consideration of the mutual covenants
 and undertakings contained herein, and other good and valuable consideration,
 the receipt and sufficiency of which are hereby acknowledged, the parties
 hereto agree as follows:


	
 

	
 

	
 

	
 


	
1.

	
Definitions


	
 

	
 

	
 

	
 


	
 

	
As used in this Agreement, the following terms shall have
 the following meanings:


	
 

	
 

	
 

	
 


	
 

	
          Affiliate:
 Means, with respect to any Person, any other Person directly or indirectly,
 controlled by, controlling or under common control with such Person.


	
 

	
 

	
 

	
 


	
 

	
          Agreement:
 As defined in the Preamble.


	
 

	
 

	
 

	
 


	
 

	
          AHA:
 As defined in the Preamble.


	
 

	
 

	
 

	
 


	
 

	
          AIG:
 As defined in the Preamble.


	
 

	
 

	
 

	
 


	
 

	
          AIG
 Credit Facility Trust: AIG Credit Facility Trust established by the FRBNY
 for the sole benefit of the United States Treasury pursuant to
 the AIG Credit Facility Trust Agreement made on January 16, 2009 by and among
 the FRBNY and Jill M. Considine, Chester B. Feldberg and Douglas L.
 Foshee.


	
 

	
 

	
 

	
 


	
 

	
          Board:
 Means the Board of Directors of the Company.


	
 

	
 

	
 

	
 


	
 

	
          Code:
 The United States Internal Revenue Code of 1986


	
 

	
 

	
 

	
 


	
 

	
          Common
 Stock: Means the Company’s common stock. Par value $1.00 per share.


	
 

	
 

	
 

	
 


	
 

	
          Company:
 As defined in the Preamble.


	
 

	
 

	
 

	
 


	
 

	
          Confidential
 Information: As defined in Section 4(n).


	
 

	
 

	
 

	
 


	
 

	
          Exchange
 Act: The Securities Exchange Act of 1934, as amended from time to time.












	
 

	
 

	
 

	
 


	
 

	
          First
 Time of Delivery: Shall have the meaning set forth in the Underwriting
 Agreement.


	
 

	
 

	
 

	
 


	
 

	
          FRBNY:
 The Federal Reserve Bank of New York.


	
 

	
 

	
 

	
 


	
 

	
          Governmental
 Authority: Shall have the meaning set forth in the Separation Agreement.


	
 

	
 

	
 

	
 


	
 

	
          Governmental
 Order: Shall have the meaning set forth in the Separation Agreement.


	
 

	
 

	
 

	
 


	
 

	
          Holder:
 Any of AIG, its Subsidiaries (including AHA) or its Affiliates (other than
 the Company) that is a beneficial owner of Registrable Securities (it being
 understood that Holder shall include any Person that is on the date hereof or
 subsequently becomes a Holder, whether or not such Person remains an AIG
 Subsidiary or Affiliate).


	
 

	
 

	
 

	
 


	
 

	
          Indemnified
 Party: As defined in Section 6(c)(i).


	
 

	
 

	
 

	
 


	
 

	
          Indemnified
 Person: As defined in Section 6(a).


	
 

	
 

	
 

	
 


	
 

	
          Indemnifying
Party: As defined in Section 6(c)(i).


	
 

	
 

	
 

	
 


	
 

	
          IRS:
 The U.S. Internal Revenue Service.


	
 

	
 

	
 

	
 


	
 

	
          Law:
 Shall have the meaning set forth in the Separation Agreement.


	
 

	
 

	
 

	
 


	
 

	
          managing
 underwriter or underwriters: The Person or Persons selected pursuant to
 Section 2 of this Agreement to manage an underwritten offering of Registrable
 Securities.


	
 

	
 

	
 

	
 


	
 

	
          Person:
 An individual, partnership, corporation, company, trust or unincorporated
 organization, or a government or agency or political subdivision thereof, or
 any other organization or entity.


	
 

	
 

	
 

	
 


	
 

	
          Prospectus:
 The prospectus (including any preliminary prospectus and any final
 prospectus) included in any Registration Statement, as amended or
 supplemented by any free writing prospectus, whether or not required to be
 filed with the SEC, prospectus supplement with respect to the terms of the
 offering of any portion of the Registrable Securities covered by the
 Registration Statement and by all other amendments and supplements to the
 prospectus, and all material incorporated by reference in such prospectus.


	
 

	
 

	
 

	
 


	
 

	
          Registrable
 Securities: Any Common Stock beneficially owned as of the date hereof by
 AIG, its Subsidiaries (including AHA) or its Affiliates (other than the
 Company); provided that a security ceases to be a Registrable Security
 when:


	
 

	
 

	
 

	
 


	
 

	
            (i) it has been effectively
 registered under the Securities Act and disposed of in accordance with the
 Registration Statement covering it, or


	
 

	
 

	
 

	
 


	
 

	
            (ii) it is distributed to the
public pursuant to Rule
 144 (or any similar provisions then in force) under the Securities Act.


	
 

	
 

	
 

	
 


	
 

	
          Registration
 Expenses: As defined in Section 5 hereof.


	
 

	
 

	
 

	
 


	
 

	
          Registration
 Statement: Means either (a) a shelf registration statement filed by
 the Company under the Securities Act permitting resales of the Registrable
 Securities on a delayed or continuous basis pursuant to the provisions of
 Section 2(a)(i) of this Agreement, or (b) in the





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circumstances contemplated by Section 2(a)(ii), a
 registration statement filed by the Company under the Securities Act meeting
 the requirements of Section 2(a)(ii), and in either case including the
 Prospectus contained therein, any amendments and supplements to such
 Registration Statement, including post-effective amendments, and all exhibits
 and all material incorporated by reference in such Registration Statement;
 provided that, in any such case if the Registration Statement includes a plan
 of distribution, such plan of distribution must be approved by AIG.


	
 

	
 

	
 

	
 


	
 

	
          Rules
 and Regulations: The published rules and regulations of the SEC
 promulgated under any of the Securities Act or the Exchange Act, as in effect
 at any relevant time.


	
 

	
 

	
 

	
 


	
 

	
          SEC:
 The Securities and Exchange Commission.


	
 

	
 

	
 

	
 


	
 

	
          Securities
 Act: The Securities Act of 1933, as amended from time to time.


	
 

	
 

	
 

	
 


	
 

	
          Separation
 Agreement: As defined in the Recitals.


	
 

	
 

	
 

	
 


	
 

	
          Subsidiary:
 Means, with respect to any Person, any corporation, general or limited
 partnership, joint venture, limited liability company, limited liability
 partnership or other Person that is a legal entity, trust or estate of which
 (or in which) (a) the issued and outstanding capital stock having ordinary
 voting power to elect a majority of the board of directors (or a majority of
 another body performing similar functions) of such corporation or other
 Person (irrespective of whether at the time capital stock of any other class
 or classes of such corporation or other Person shall or might have voting
 power upon the occurrence of any contingency), (b) more than 50% of the
 interest in the capital or profits of such partnership, joint venture or
 limited liability company or (c) more than 50% of the beneficial interest in
 such trust or estate, is at the time of determination directly or indirectly
 beneficially owned or controlled by such Person.


	
 

	
 

	
 

	
 


	
 

	
          Suspension
 Period: As defined in Section 2(a)(iii) hereof.


	
 

	
 

	
 

	
 


	
 

	
          Underwriting
 Agreement: Means the Underwriting Agreement, dated as of __, 2009,
 between AIG, AHA, the Company and Goldman Sachs & Co., as representative
 of the several underwriters.


	
 

	
 

	
 

	
 


	
 

	
          underwritten
 offering: A transaction in which Registrable Securities of the Company
 registered under the Securities Act are sold to an underwriter or
 underwriters for reoffering to the public.


	
 

	
 

	
 

	
 


	
2.

	
Filing of Registration Statements


	
 

	
 

	
 

	
 


	
 

	
(a) Demand Registration. 


	
 

	
 

	
 

	
 


	
 

	
            (i) Until such time as all
Registrable Securities
 cease to be Registrable Securities, the Company agrees to use its reasonable
 efforts to keep current and effective a shelf Registration Statement, and to
 file such supplements or amendments to such Registration Statement as may be
 necessary or appropriate in order to keep such shelf Registration Statement
 continuously effective and useable, for the resale of Registrable Securities
 under the Securities Act.


	
 

	
 

	
 

	
 


	
 

	
            (ii) If the Company is no
longer eligible to use a
 shelf Registration Statement, the Company agrees within 30 days of a Holder’s
 written request to register the resale of a specified amount of the
 Registrable Securities (which shall represent at least 5% of the outstanding
 Common Stock) under the Securities Act, the Company will file a Registration
 Statement, on an 





3






	
 

	
 

	
 

	
 


	
 

	
appropriate form, to register the resale of such
 Registrable Securities, which Registration Statement will (if specified in
 the Holder’s notice) contemplate the ability of the Holders to effect an
 underwritten offering, and will use its reasonable efforts to cause such
 Registration Statement to become or be declared effective, and to file such
 supplements or amendments to such Registration Statement as may be necessary
 or appropriate in order to keep such Registration Statement effective and
 useable, for the resale of Registrable Securities under the Securities Act,
 through the completion of the offering thereof.


	
 

	
 

	
 

	
 


	
 

	
            (iii) Notwithstanding
anything to the
 contrary contained in this Agreement, the Company shall be entitled, from
 time to time, by providing prior written notice to the Holders, to require
 such Holders to suspend the use of the Prospectus included in any
 Registration Statement for resales of Registrable Securities under any shelf
 Registration Statement pursuant to Section 2(a)(i) or to postpone the filing
 or suspend the use of any Registration Statement pursuant to Section 2(a)(ii)
 for a reasonable period of time not to exceed 60 days in succession (or a
 longer period of time with the prior written consent of AIG, which consent
 shall not be unreasonably withheld) or two times in any one year period (a
 “Suspension Period”) if (A) the Board determines in good faith that effecting
 the registration (or permitting sales under an effective registration) would
 materially and adversely affect an offering of securities of the Company, (B)
 the Company is in possession of material non-public information and the Board
 determines in good faith that the disclosure of such information during the
 period specified in such notice would be materially detrimental to the
 Company, or (C) the Company shall determine that it is required to disclose
 in any such Registration Statement a contemplated financing, acquisition,
 corporate reorganization or other similar transaction or other material event
 or circumstance affecting the Company or its securities, and the Board
 determines in good faith that the disclosure of such information at such time
 would be materially detrimental to the Company or the holders of its equity
 securities. 


	
 

	
 

	
 

	
 


	
 

	
            (iv) After the expiration of
any
 Suspension Period and without any further request from a Holder, the Company
 shall as promptly as reasonably practicable prepare a Registration Statement
 or post-effective amendment or supplement to the applicable shelf
 Registration Statement or Prospectus, or any document incorporated therein by
 reference, or file any other required document so that, as thereafter
 delivered to purchasers of the Registrable Securities included therein, the
 Prospectus will not include a material misstatement or omission or be not
 effective and useable for resale of Registrable Securities.


	
 

	
 

	
 

	
 


	
 

	
            (v) If at any time or from
time to
 time the Holders desire to sell Registrable Securities representing at least
 5% of the outstanding Common Stock in an underwritten offering, the managing
 underwriter or underwriters for such offering shall be selected by AIG. The
 Holders will provide the Company with prior notice of any such underwritten
 offering, such notice to be provided as soon as reasonably practicable after
 the Holders determine to proceed with such offering. The Company shall use
 its reasonable efforts to assist such managing underwriter or underwriters in
 their efforts to sell Registrable Securities pursuant to such Registration
 Statement and shall use reasonable efforts to make senior executives with
 appropriate seniority and expertise reasonably available for “road show” or
 other presentations during the marketing period.


	
 

	
 

	
 

	
 


	
            (b) No Piggyback
Registration
 Rights. The Company shall not, without the prior written consent of AIG
 and AHA (which consent may be withheld in AIG’s and AHA’s sole discretion),
 grant or enter into any agreement or undertaking that would permit any Person
 (other than the Company) to sell Common Stock along with sales of the
 Registrable Securities whether or not in an underwritten offering.


	
 

	
 

	
 

	
 


	
            (c) Undertaking to be
Bound by
 this Agreement. Each Holder which is not an original party to this
 Agreement and whose Registrable Securities are included in a Registration
 Statement filed with 





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the SEC pursuant to this Section 2 shall be deemed without
 any further action to be a party to this Agreement with all rights and
 obligations of a Holder hereunder and if requested by the Company, shall
 execute and deliver an undertaking in form and substance reasonably
 satisfactory to the Company whereby such Holder agrees to be bound by the
 terms and provisions of this Agreement.


	
 

	
 

	
 

	
 


	
3.

	
Restrictions on Public Sale by the
 Company and Others


	
 

	
 

	
 

	
 


	
 

	
The Company agrees that it will not, without the prior
 written consent of AIG and AHA and the managing underwriter or underwriters
 of any underwritten offering (which shall represent at least 5% of the
 outstanding Common Stock) under a Registration Statement filed pursuant to
 Section 2(a), offer, sell, contract to sell or otherwise dispose of, directly
 or indirectly, any Common Stock, during the period from the date of receipt
 of timely notice of the intent to price an underwritten offering from the
 managing underwriter or underwriters (which notice may be delivered up to 15
 business days before pricing) to the date 90 days after the pricing date of
 such underwritten offering. The foregoing restrictions shall not apply to
 issuances of Common Stock (or securities convertible into or exercisable or
 exchangeable for Common Stock) by the Company (i) upon conversion, exchange
 or exercise of convertible, exchangeable or exercisable securities
 outstanding as of the date of pricing of the underwritten offering or under
 any existing employee benefit plans, (ii) in connection with strategic
 alliances or transactions involving the Company, (iii) in connection with
 registration statements filed in connection with future business combination
 transactions or (iv) in connection with registration statements on Form S-8
 filed to register shares of Common Stock that are issuable pursuant to
 existing employee benefit plans of the Company; provided that any
 Person receiving shares of Common Stock in a transaction excepted by clauses
 (ii) or (iii) above shall agree to be bound by the restrictions set forth in
 this Section 3.


	
 

	
 

	
 

	
 


	
4.

	
Registration Procedures


	
 

	
 

	
 

	
 


	
 

	
In connection with the Company’s obligations to keep
 current and effective each Registration Statement pursuant to Section 2
 hereof, the Company will use its reasonable efforts to effect such
 registration to permit the sale of such Registrable Securities in accordance
 with the intended method or methods of disposition thereof, and pursuant
 thereto the Company will as expeditiously as possible use its reasonable
 efforts to:


	
 

	
 

	
 

	
 


	
            (a) before filing a
Registration
 Statement or Prospectus or any amendments or supplements thereto, excluding
 documents incorporated by reference in the Registration Statement, furnish to
 AIG, AHA and the managing underwriter or underwriters, if any, copies of all
 such documents proposed to be filed, which documents will be subject to the
 review of AIG, AHA and the managing underwriter or underwriters, and the
 Company will not file any Registration Statement or amendment thereto or any
 Prospectus or any supplement thereto (excluding such documents incorporated
 by reference and proposed to be filed after the initial filing of the
 Registration Statement) to which AIG, AHA or the managing underwriter or
 underwriters, if any, shall reasonably and timely object; provided,
 that the Company may assume, for the purposes of this paragraph (a), that
 objections to the inclusion of information (i) requested by the staff of the
 SEC to be included in the Registration Statement or other documents, (ii)
 required, in the opinion of counsel to the Company, to be in the Registration
 Statement or other documents, or (iii) required by the Securities Act or the
 Rules and Regulations thereunder to be in the Registration Statement or other
 documents, shall not be deemed to be reasonable objections; and, provided,
 further, that the Company shall, to the extent reasonably practicable
 in light of the circumstances, consult with AIG, AHA and the managing
 underwriter or underwriters as to any document that is to be incorporated by
 reference in the Registration Statement during the marketing period of any
 underwritten offering until the closing of such underwritten offering;





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            (b) prepare and file with
the SEC
 such amendments and post-effective amendments to the Registration Statement,
 and such supplements to the Prospectus, as may be required by the Rules and
 Regulations or the instructions applicable to the registration form utilized
 by the Company or by the Securities Act or the Rules and Regulations
 thereunder for registration or otherwise necessary to keep the Registration
 Statement effective and cause the Prospectus as so supplemented to be filed
 pursuant to Rule 424 under the Securities Act; and comply with the provisions
 of the Securities Act with respect to the disposition of all securities
 covered by such Registration Statement in accordance with the intended
 methods of disposition by the sellers thereof set forth in such Registration
 Statement or supplement to the Prospectus; 


	
 

	
 

	
 

	
 


	
            (c) notify AIG, AHA and the
managing
 underwriter or underwriters, if any, promptly, and confirm such advice in
 writing, 


	
 

	
 

	
 

	
 


	
 

	
            (i) when the Registration
Statement,
 any pre-effective amendment thereto, the Prospectus or any prospectus
 supplement or post-effective amendment to the Registration Statement has been
 filed, and, with respect to the Registration Statement or any post-effective
 amendment, when the same has become effective, 


	
 

	
 

	
 

	
 


	
 

	
            (ii) of any comments by the
SEC and
 the “Blue Sky” or securities commissioner or regulator of any state with
 respect to the Registration Statement, the Prospectus or any prospectus
 supplement or any request by the SEC for amendments or supplements to the
 Registration Statement, the Prospectus or any prospectus supplement or for
 additional information,


	
 

	
 

	
 

	
 


	
 

	
            (iii) of the issuance by the
SEC or any
 other regulatory authority of any stop order suspending the effectiveness of
 the Registration Statement or the initiation or threatening of any
 proceedings for that purpose,


	
 

	
 

	
 

	
 


	
 

	
            (iv) if at any time the
 representations and warranties of the Company contemplated by paragraph (m)
 below cease to be true and correct,


	
 

	
 

	
 

	
 


	
 

	
            (v) of the receipt by the
Company of
 any notification with respect to the suspension of the qualification of the
 Registrable Securities for sale under the securities or “Blue Sky” laws of
 any jurisdiction or the initiation or threatening of any proceeding for such
 purpose, and


	
 

	
 

	
 

	
 


	
 

	
            (vi) of the existence of any
fact
 which results in the Registration Statement, any amendment or post-effective
 amendment thereto, the Prospectus, any prospectus supplement, or any document
 incorporated therein by reference containing an untrue statement of material
 fact or omitting to state a material fact required to be stated therein or
 necessary to make the statements therein not misleading;


	
 

	
 

	
 

	
 


	
            (d) make every reasonable
effort to
 obtain the withdrawal of any order suspending the effectiveness of the
 Registration Statement at the earliest possible moment;


	
 

	
 

	
 

	
 


	
            (e) if requested by the
managing
 underwriter or underwriters, AHA or AIG, as soon as practicable incorporate
 in a prospectus supplement or post-effective amendment such information as
 the managing underwriter or underwriters, AHA or AIG reasonably request to be
 included therein relating to the sale of the Registrable Securities,
 including without limitation, information with respect to the amount of
 Registrable Securities being sold to such underwriter or underwriters, the
 purchase price being paid therefor by such underwriter or underwriters and
 with respect to any other terms of the underwritten offering (including
 whether such underwriting commitment is on a firm commitment or best efforts
 basis) 





6






	
 

	
 

	
 

	
 


	
of the Registrable Securities to be sold in such offering;
 and make all required filings of such prospectus supplement or post-effective
 amendment promptly upon notice of the matters to be incorporated in such
 prospectus supplement or post-effective amendment;


	
 

	
 

	
 

	
 


	
            (f) furnish to AIG, to each
selling
 Holder, and to each managing underwriter or underwriters, without charge, at
 least one signed copy of the Registration Statement and any post-effective
 amendment thereto, including financial statements and schedules, all
 documents incorporated therein by reference and all exhibits (including those
 incorporated by reference therein);


	
 

	
 

	
 

	
 


	
            (g) deliver to AIG, each
selling
 Holder and each underwriter, if any, without charge, as many copies
 (including an electronic copy) of the Prospectus (including each preliminary
 prospectus) and any amendment or supplement thereto as such Persons may
 reasonably request; the Company consents to the use of the Prospectus or any
 amendment or supplement thereto by each of the selling Holders and each
 underwriter, if any, in connection with the offering and sale of the
 Registrable Securities covered by the Prospectus or any amendment or supplement
 thereto;


	
 

	
 

	
 

	
 


	
            (h) prior to any public
offering of
 Registrable Securities, use its reasonable efforts to register or qualify or
 cooperate with AIG, the selling Holders, the managing underwriter or
 underwriters, if any, and their respective counsel in connection with the
 registration or qualification of such Registrable Securities for offer and
 sale under the securities or “Blue Sky” laws of such jurisdictions as AIG,
 any selling Holder or underwriter reasonably requests in writing and do any
 and all other acts or things necessary or advisable to enable the disposition
 in such jurisdictions of the Registrable Securities covered by the
 Registration Statement; provided that the Company will not be required
 to qualify generally to do business in any jurisdiction where it is not then
 so qualified or to take any action which would subject it to general service
 of process in any such jurisdiction where it is not then so subject;


	
 

	
 

	
 

	
 


	
            (i) cooperate with AIG, the
selling
 Holders and the managing underwriter or underwriters, if any, to facilitate
 the timely preparation and delivery of the Registrable Securities to be sold;
 and enable such Registrable Securities to be in such denominations and
 registered in such names as AIG, the selling Holder or the managing
 underwriter or underwriters, if any, may request at least two business days
 prior to any delivery of Registrable Securities;


	
 

	
 

	
 

	
 


	
            (j) use its reasonable
efforts to
 cause the Registrable Securities covered by the applicable Registration
 Statement to be registered with or approved by such other governmental
 agencies or authorities, federal, state or local, as may be necessary to
 enable the seller or sellers thereof or the underwriter or underwriters, if
 any, to consummate the disposition of such Registrable Securities;


	
 

	
 

	
 

	
 


	
            (k) except as permitted by
Section
 2(a)(iii), if any fact contemplated by paragraph (c)(vi) above shall exist,
 prepare a post-effective amendment or supplement to the Registration
 Statement or the related Prospectus or any document incorporated therein by
 reference or file any other required document so that the Prospectus, as
 thereafter delivered to the purchasers of the Registrable Securities, will
 not contain an untrue statement of a material fact or omit to state any
 material fact required to be stated therein or necessary to make the
 statements therein not misleading;


	
 

	
 

	
 

	
 


	
            (l) use its reasonable
efforts to
 cause all Registrable Securities covered by the Registration Statement to be
 listed on each securities exchange on which the Common Stock is then listed,
 if any;


	
 

	
 

	
 

	
 


	
            (m) enter into such customary
 agreements (including a customary underwriting agreement with the underwriter
 or underwriters, if any) and take all such other actions in connection
 therewith in order to expedite or facilitate the disposition of such
 Registrable Securities and in such connection, 





7






whether or not an underwriting agreement is entered into and whether or
not the Registrable Securities are to be sold in an underwritten offering: 


	
 

	
 


	
 

	
          (i) make such
representations and
 warranties to AIG, the selling Holders of such Registrable Securities and the
 underwriter or underwriters, if any, in form, substance and scope as are
 customarily made by issuers to underwriters in underwritten offerings of
 equity securities; 


	
 

	
 


	
 

	
          (ii) cause to be delivered to
the sellers of
 Registrable Securities and the underwriter or underwriters, if any, opinions
 of counsel to the Company, dated, in the case of an underwritten offering,
 the date of delivery of any Registrable Securities sold pursuant thereto
 which counsel and opinions (in form, scope and substance) shall be reasonably
 satisfactory to the managing underwriter or underwriters, if any, AIG and the
 selling Holders, addressed to AIG, each selling Holder and each underwriter,
 if any, covering the matters customarily covered in opinions requested in
 underwritten offerings of common stock and such other matters as may be
 reasonably requested by AIG or the selling Holders or the appointed
 representative of or counsel to AIG and the selling Holders (it being agreed
 that the matters to be covered by such opinions shall include and shall cover
 both the date of the first contract to sell the Registrable Securities and
 the date of delivery of any Registrable Securities sold pursuant thereto); 


	
 

	
 


	
 

	
          (iii) cause to be delivered,
in the case of an
 underwritten offering, at the time of delivery of any Registrable Securities
 sold pursuant thereto, letters from the Company’s independent certified
 public accountants addressed to AIG, each selling Holder and each
 underwriter, if any, in customary form and covering such financial and
 accounting matters as are customarily covered by letters of independent
 certified public accountants delivered in connection with underwritten public
 offerings of common stock; 


	
 

	
 


	
 

	
          (iv) if an underwriting
agreement is entered into, the
 same shall provide for indemnification of the underwriters by the Company in
 customary form; and 


	
 

	
 


	
 

	
          (v) the Company shall deliver
such documents and
 certificates as may be reasonably requested by AIG, any Holder selling
 Registrable Securities or the managing underwriter or underwriters, if any,
 to evidence compliance with clause (i) above and with any customary
 conditions contained in the underwriting agreement, if any, or other
 agreement entered into by the Company in connection with such offering. 





The above shall be done at each closing under such underwriting or
similar agreement or as and to the extent required thereunder; 


          (n) make available for
inspection by a
representative or representatives of AIG or the selling Holders, any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney or accountant retained by AIG or such selling
Holders or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any
such representative, underwriter, attorney or accountant in connection with
such Registration Statement; provided that AIG shall not, and shall
cause its Affiliates and representatives having access to information of the
Company that is either oral or in writing and that is confidential or
proprietary (“Confidential Information”) not to, disclose any
Confidential Information; provided, however, that AIG may
disclose Confidential Information to the extent permitted by applicable Law:
(i) to its representatives on a need-to-know basis in connection with the
exercise of rights or the performance of obligations under this Agreement,
provided that such representatives are informed of the confidential nature of
such information and made aware of the provisions of this 4(n); (ii) to the
extent reasonably necessary in connection with any action or in any dispute
with respect to this Agreement; (iii) to the extent such information is
required 


8






to be disclosed by applicable Law, Governmental Order or Governmental
Authority (including in any report, statement, testimony or other submission to
a Governmental Authority) or in response to any summons, subpoena or other
legal process or formal or informal investigative demand issued to AIG or AHA
in the course of any litigation, arbitration, mediation, investigation or
administrative proceeding; (iv) to the extent any such information is or
becomes generally available to the public other than as a result of disclosure
by AIG, AHA or any of their Subsidiaries or any of their Affiliates or
representatives; and provided further, however, (A) AIG
and AHA may disclose Confidential Information related to the Company to AIG’s
and AHA’s representatives who need to know such information for the purpose of
evaluating, monitoring or taking any other action with respect to AIG’s and/or
AHA’s investment in the Company and its Subsidiaries, and (B) AIG and AHA may
disclose Confidential Information delivered to them by the officers designated
by them, respectively, to receive the information contemplated by Section 5.4
of the Stockholders Agreement to each other, their respective Affiliates and their
respective Representatives, provided that in the cases of clauses (A) and (B)
above, such representatives are informed of the confidential nature of such
information and made aware of the provisions of this Section 4(n). 


In the event that AIG or AHA becomes required (based on advice of
counsel) by deposition, interrogatory, request for documents subpoena, civil
investigative demand or similar judicial or administrative process or in
connection with a report, statement, testimony or other submission to be made
to any Governmental Authority to disclose any Confidential Information, the
disclosing party shall provide the Company, to the extent reasonably
practicable, with prior written notice of such requirement, and, to the extent
reasonably practicable, cooperate with the Company (at the Company’s expense)
to obtain a protective order or similar remedy to cause such Confidential
Information not to be disclosed; provided, however, that none of
AIG, AHA or any of their respective Affiliates is required to provide such
prior written notice with respect to any disclosure to the FRBNY. In the event
that such protective order or other similar remedy is not obtained, the
disclosing party shall furnish only that portion of the Confidential
Information that it reasonably believes is required to be disclosed and shall
exercise its commercially reasonable efforts (at the Company’s expense) to
obtain assurance that confidential treatment will be accorded such Confidential
Information. 


Notwithstanding anything to the contrary contained herein, the parties
hereto acknowledge and agree that AIG, AHA and their respective Affiliates may,
without notifying the Company or any other Person, share any information
relating to or obtained from the Company or any of its Subsidiaries with (i)
the FRBNY or the U.S. Department of the Treasury and their respective
Representatives, (ii) the AIG Credit Facility Trust, (iii) any insurance
regulatory authority or (iv) the IRS or any other tax authority, in each case
as AIG deems necessary or advisable in its good faith judgment. 


To the fullest extent permitted by applicable Laws, the provisions of
this Section 4(n) shall not restrict or limit the use of or disclosure by AIG,
AHA or any of their respective Affiliates of any customer, policy or
beneficiary information (including such information relating to the Company and
its Subsidiaries) if such information was in the possession or control of AIG,
AHA or their respective Affiliates prior to the date hereof. For the avoidance
of doubt, the foregoing shall apply regardless of whether such information (i)
was also possessed or controlled by the Company or any of its Subsidiaries on
or prior to the date hereof and/or (ii) was originated by any other Person; and



          (o) otherwise use its
reasonable efforts to comply with
all applicable Rules and Regulations, and make generally available to its
security holders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act, no later than 40 days after the end of any 12-month
period (or 60 days, if such period is a fiscal year) commencing on the date of
the filing of any Prospectus relating to the sale of Registrable Securities,
which statements shall cover a 12-month period. 


The Company may require each selling Holder as to which any
registration is being effected to furnish to the Company such information
regarding the distribution of such securities as the Company may from 


9






time to time reasonably request in writing and as shall be required by
law or by the SEC in connection with any registration. 


Each Holder agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 4(c)(vi) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 4(k) hereof, or until it is advised in
writing by the Company that the use of the Prospectus may be resumed. 


	
 

	
 


	
5.

	
Registration
 Expenses 





          (a) All expenses incident to
the Company’s performance
of or compliance with this Agreement, at or prior to the time that the Holders
shall have completed three underwritten offerings pursuant hereto (it being
understood that the offering effected pursuant to the Underwriting Agreement
shall not be deemed to have been effected pursuant hereto), including without
limitation: 


	
 

	
 


	
 

	
          (i) all registration and
filing fees (including fees
 with respect to filings required to be made with the Financial Industry
 Regulatory Authority (“FINRA”)), unless the required filing or filings arise
 solely by reason of the status of the Holders or any of their Affiliates, or
 their intended use of proceeds of the offering (in which case such fees shall
 be the responsibility of the Holders); 


	
 

	
 


	
 

	
          (ii) fees and expenses of
compliance with securities or
 “Blue Sky” laws (including reasonable fees and disbursements of one counsel
 for the selling Holders and underwriter or underwriters in connection with
 the registration or qualification of the Registrable Securities under
 applicable state securities laws and determination of their eligibility for
 investment under the laws of such jurisdictions as AIG, the managing
 underwriter or underwriters or the Holders of Registrable Securities being
 sold may designate); 


	
 

	
 


	
 

	
          (iii) all printing,
messenger, telephone and delivery
 expenses of the Company, including, without limitation, the expenses of
 printing the Registration Statement and the Prospectus, the expenses of
 preparing the Registrable Securities for delivery and the expenses of
 printing or producing any agreement(s) among underwriters, underwriting
 agreement(s) and “Blue Sky” or legal investment memoranda, any selling
 agreements and any other documents in connection with the offering, sale or
 delivery of Registrable Securities to be disposed of;


	
 

	
 


	
 

	
          (iv) fees, disbursements and
expenses of counsel for
 the Company; 


	
 

	
 


	
 

	
          (v) fees and disbursements of
all independent
 certified public accountants of the Company (including the expenses of any
 special audit and accountants’ letters required by or incident to such
 performance); 


	
 

	
 


	
 

	
          (vi) all fees and expenses
incurred by the Company in
 connection with the listing of the Registrable Securities on any securities
 exchange pursuant to Section 4(l); and 


	
 

	
 


	
 

	
          (vii) fees and expenses of
other Persons retained by the
 Company (all such expenses being herein called “Registration Expenses”);
 





will be borne by the Company, whether or not the Registration Statement
becomes effective. In connection with any subsequent underwritten offering
effected by the Holders pursuant hereto, all such out-of-pocket expenses
reasonably incurred by the Company shall be borne by the Holders, in proportion



10






to the shares sold by each of them in such offering. The Company will,
in any event, pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
of any Person, including special experts, retained by the Company. 


	
 

	
 


	
6.

	
Indemnification
 





          (a) Indemnification by
Company. 


	
 

	
 


	
 

	
          (i) The Company agrees to
indemnify and hold harmless
 each Holder, each underwriter with respect to Registrable Securities and each
 of their respective officers, directors, employees and agents and each Person
 who controls such Holder or underwriter within the meaning of either Section
 15 of the Securities Act or Section 20 of the Exchange Act (each such Person
 being sometimes hereinafter referred to as an “Indemnified Person”) from and
 against any and all losses, claims, damages and liabilities caused by any
 untrue statement or alleged untrue statement of a material fact contained in
 any Registration Statement, preliminary prospectus or Prospectus, including
 any amendment or supplement thereto, or caused by any omission or alleged
 omission to state therein a material fact required to be stated therein or necessary
 to make the statements therein not misleading, except insofar as such losses,
 claims, damages or liabilities relate to any untrue statement or omission or
 alleged untrue statement or omission based upon information furnished in
 writing to the Company by any Holder or underwriter expressly for use
 therein. 


	
 

	
 


	
 

	
          (ii) The Company will also
indemnify selling brokers,
 dealers and similar securities industry professionals participating in the
 distribution, their officers, directors and partners and each Person who
 controls such Persons (within the meaning of Section 15 of the Securities Act
 or Section 20 of the Exchange Act) to the same extent as provided in Section
 6(a)(i) with respect to the indemnification of the Holders and underwriters
 of Registrable Securities and such Persons shall be deemed “Indemnified
 Persons” for all purposes of this Section 6. 





          (b) Indemnification by
Selling Holders. Each
selling Holder agrees severally, and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign any Registration
Statement and each Person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to such Holder (but
not in an amount exceeding the net proceeds to such Holder from the offering of
its Registrable Securities pursuant to such Registration Statement), but only
with reference to information relating to such Holder furnished in writing by
such Holder to the Company expressly for use in any Registration Statement,
preliminary prospectus, or Prospectus, including any amendment or supplement
thereto. 


          (c) Proceedings.



	
 

	
 


	
 

	
          (i) In case any proceeding
(including any governmental
 investigation) shall be instituted involving any Person in respect of which
 indemnity may be sought pursuant to either Section 6(a) or 6(b), such Person
 (the “Indemnified Party”) shall promptly notify the Person against
 whom such indemnity may be sought (the “Indemnifying Party”) in
 writing and the Indemnifying Party, upon request of the Indemnified Party,
 shall retain counsel reasonably satisfactory to the Indemnified Party to
 represent the Indemnified Party and any others the Indemnifying Party may
 designate in such proceeding and shall pay the fees and disbursements of such
 counsel related to such proceeding. 





11






	
 

	
 


	
 

	
          (ii) In any such proceeding,
any Indemnified Party
 shall have the right to retain its own counsel, but the fees and expenses of
 such counsel shall be at the expense of such Indemnified Party unless (a) the
 Indemnifying Party and the Indemnified Party shall have mutually agreed to
 the retention of such counsel or (b) the named parties to any such proceeding
 (including any impleaded parties) include both the Indemnifying Party and the
 Indemnified Party and representation of both parties by the same counsel
 would be inappropriate due to actual or potential differing interests between
 them. 


	
 

	
 


	
 

	
          (iii) It is understood that
the Indemnifying Party shall
 not, in connection with any proceeding or related proceedings in the same
 jurisdiction, be liable for (a) the reasonable fees and expenses of more than
 one separate firm for all underwriters, selling brokers, dealers and similar
 securities industry professionals and all persons, if any, who control such
 Persons within the meaning of either Section 15 of the Securities Act or
 Section 20 of the Exchange Act and (b) the reasonable fees and expenses of more
 than one separate firm for all selling Holders and all Persons, if any, who
 control selling Holders within the meaning of either such Section. 


	
 

	
 


	
 

	
          (iv) In the case of any such
separate firm for the
 underwriters, selling brokers, dealers and similar securities industry
 professionals and such control Persons, such firm shall be designated in
 writing by the managing underwriter or underwriters. In the case of any such
 separate firm for the selling Holders and such control Persons of selling Holders,
 such firm shall be designated in writing by the Holder. The Indemnifying
 Party shall not be liable for any settlement of any proceeding effected
 without its written consent, but if settled with such consent or if there is
 a final judgment for the plaintiff, the Indemnifying Party agrees to
 indemnify the Indemnified Party from and against any loss or liability by
 reason of such settlement or judgment. 


	
 

	
 


	
 

	
(d) Contribution. 


	
 

	
 


	
 

	
          (i) If the indemnification
provided for in this
 Section 6 is unavailable to an Indemnified Party under Section 6(a) or
 Section 6(b) hereof or insufficient in respect of any losses, claims, damages
 or liabilities referred to therein, then each Indemnifying Party, in lieu of
 indemnifying such Indemnified Party, shall contribute to the amount paid or
 payable by such Indemnified Party as a result of such losses, claims, damages
 or liabilities in such proportion as is appropriate to reflect the relative
 fault of the Company on the one hand and of the Holder or underwriter, selling
 broker, dealer or similar securities professional, as the case may be, on the
 other hand, in connection with the statements or omissions which resulted in
 such losses, claims, damages or liabilities, as well as any other relevant
 equitable considerations. The relative fault of the Company on the one hand
 and of the Holder or underwriter, selling broker, dealer or similar
 securities professional, as the case may be, on the other hand shall be
 determined by reference to, among other things, whether the untrue or alleged
 untrue statement of a material fact or the omission or alleged omission to
 state a material fact relates to information supplied by the Company, by the
 Holder or by the underwriter, selling broker, dealer or similar securities
 professional and the parties’ relative intent, knowledge, access to
 information and opportunity to correct or prevent such statement or omission.
 


	
 

	
 


	
 

	
          (ii) The Company and the
Holders agree that it would
 not be just and equitable if contribution pursuant to this Section 6 were
 determined by pro rata allocation (even if the Holders or the underwriters
 were treated as one entity for such purpose) or by any other method of
 allocation that does not take account of the equitable considerations
 referred to in the immediately preceding paragraph. The amount paid or
 payable by an Indemnified Party as a result of the losses, claims, damages
 and liabilities referred to in the immediately preceding paragraph shall be
 deemed to include any legal or other expenses reasonably incurred by such
 Indemnified Party in connection with investigating or defending any such
 action or claim. 





12






	
 

	
 


	
 

	
Notwithstanding
 the provisions of this Section, no Holder or underwriter, selling broker,
 dealer or similar securities professional shall be required to contribute any
 amount in excess of the amount by which (a) in the case of any Holder, the
 net proceeds received by such Holder from the sale of Registrable Securities
 or (b) in the case of an underwriter, selling broker, dealer or similar
 securities professional, the total price at which the Registrable Securities
 purchased by it and distributed to the public were offered to the public
 exceeds, in any such case, the amount of any damages that the Holders or such
 underwriter, selling broker, dealer or similar securities professional has
 otherwise been required to pay by reason of such untrue or alleged untrue
 statement or omission or alleged omission. No Person guilty of fraudulent
 misrepresentation (within the meaning of Section 11(f) of the Securities Act)
 shall be entitled to contribution from any Person who was not guilty of such
 fraudulent misrepresentation. The obligations to contribute pursuant to this
 Section 6 of the Indemnified Persons are several and not joint. 





          (e) Cumulative
Obligations. The obligations of
the Company under this Section 6 shall be in addition to any liability which
the Company may otherwise have to any Indemnified Person. 


          (f) Survival. The
indemnity and contribution
agreements contained in this Section 6 and the representations and warranties
of the Company referred to in Section 4(m)(i) shall remain operative and in
full force and effect regardless of (i) any termination of this Agreement or
any underwriting agreement, (ii) any investigation made by or on behalf of any
Indemnified Person or by or on behalf of the Company and (iii) the consummation
of the sale or successive resales of the Registrable Securities. 


	
 

	
 


	
7.

	
Rule
 144 


	
 

	
 


	
 

	
The Company
 covenants that it shall use its reasonable efforts to file the reports
 required to be filed by it under the Securities Act and the Exchange Act and
 the Rules and Regulations and it will take such further action as any Holder
 may reasonably request, all to the extent required from time to time to enable
 such Holder to sell Registrable Securities without registration under the
 Securities Act within the limitation of the exemptions provided by (a) Rule
 144 under the Securities Act, as such Rule may be amended from time to time,
 or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the
 reasonable request of any Holder, the Company will deliver to such Holder a
 written statement as to whether it has complied with such information and
 requirements.


	
 

	
 


	
8.

	
Miscellaneous
 





          (a) Remedies. Each
Holder, in addition to being
entitled to exercise all rights provided herein and granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Agreement. Each party agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate. 


          (b) No Inconsistent
Agreements. The Company will
not on or after the date of this Agreement enter into any agreement with
respect to its securities which is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof. 


          (c) Amendment and
Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given without the prior written consent of the
parties hereto. 


13






            (d) Notices. All
notices and other communications
provided for or permitted hereunder shall be made in writing and delivered
personally, by telegram, by telecopy or sent by overnight courier, postage
prepaid: 


	
 

	
 


	
 

	
          (i) if to a Holder, at the
most current address given
 by such Holder to the Company in accordance with the provisions of this
 Section 8(d), which address initially is American International Group, Inc.,
 70 Pine Street, New York, New York 10270, Attention: General Counsel, with a
 copy to Sullivan & Cromwell, 125 Broad Street, New York, New York 10004,
 Attention: Robert E. Buckholz, Jr., Esq.; or 


	
 

	
 


	
 

	
          (ii) if to the Company, at
Transatlantic Holdings, Inc.,
 80 Pine Street, New York, New York 10005, Attention: Gary Schwartz, with a
 copy to Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York
 10166, Attention: Lois Herzeca 





or to such other address as any party may, from time to time, designate
in a written notice given in a like manner. Notice given by telegram or
telecopy shall be deemed delivered when evidence of the transmission is
received by the sender and shall be confirmed in writing by overnight courier,
postage prepaid. Notice given by overnight courier as set out above shall be
deemed delivered the business day after the date the same is mailed. 


          (e) Successors and
Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including without limitation and without the need for an
express assignment, subsequent Holders of Registrable Securities and the
Indemnified Persons specified in Section 6. The Company may not assign its
rights or delegate its obligations under this Agreement without the prior
written consent of AIG and the Holders. 


          (f) Counterparts. This
Agreement may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. 


          (g) Headings. The
headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 


          (h) GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAW
PRINCIPLES. 


          (i) Severability. In
the event that any one or more
of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby. 


          (j) Attorneys’
Fees. In any action or proceeding
brought to enforce any provision of this Agreement, or where any provision
hereof is validly asserted as a defense, the successful party shall be entitled
to recover reasonable attorneys’ fees in addition to its costs and expenses and
any other available remedy. 


          (k) Effective Time.
This Agreement shall become
effective as of the First Time of Delivery. In the event that the First Time of
Delivery shall not occur, this Agreement will be of no force or effect. 


14






                    IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first
written above. 


	
 

	
 

	
 

	
 


	
 

	
TRANSATLANTIC
 HOLDINGS, INC.


	
 

	
 

	
 

	
 


	
 

	
By:

	
  /s/
 Robert F. Orlich


	
 

	
 

	



	
 

	
 

	
Name:

	
Robert F. Orlich


	
 

	
 

	
Title:

	
Chairman,
 President and Chief


	
 

	
 

	
 

	
Executive Officer


	
 

	
 

	
 

	
 


	
 

	
AMERICAN
 INTERNATIONAL GROUP, INC.


	
 

	
 

	
 

	
 


	
 

	
By:

	
  /s/
 Philip M. Jacobs


	
 

	
 

	



	
 

	
 

	
Name:

	
Philip M. Jacobs


	
 

	
 

	
Title:

	
Senior Vice
 President – Divestitures


	
 

	
 

	
 

	
 


	
 

	
AMERICAN HOME
 ASSURANCE COMPANY


	
 

	
 

	
 

	
 


	
 

	
By:

	
  /s/
 Robert S. H. Schimek


	
 

	
 

	



	
 

	
 

	
Name:

	
Robert S. H.
 Schimek


	
 

	
 

	
Title:

	
Chief Financial
 Officer, Senior


	
 

	
 

	
 

	
Vice President and
 Treasurer