EX-4.3






Exhibit 4.3




EXCHANGE AND REGISTRATION RIGHTS AGREEMENT




     EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of May 20, 2008 (the “Agreement”).



     WHEREAS, American International Group, Inc., a corporation organized under the laws of the
state of Delaware (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc.,
J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., Lehman Brothers
Inc., Mitsubishi UFJ Securities International plc, Mizuho Securities USA Inc., Daiwa Securities
America Inc., RBC Capital Markets Corporation, Santander Investment Securities Inc., KeyBanc
Capital Markets Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC, ANZ Securities, Inc.,
nabCapital Securities, LLC, BMO Capital Markets Corp., TD Securities (USA) LLC, ING Bank N.V.,
Calyon Securities, SunTrust Robinson Humphrey, Inc., NatCity Investments, Inc., BBVA Securities,
Inc. and CIBC World Markets Corp. (the “Initial Purchasers”), upon the terms set forth in the
purchase agreement, dated May 13, 2008 (the “Purchase Agreement”), its 8.175% Series A-6 Junior
Subordinated Debentures (the “Debentures”).



     WHEREAS, it is a condition to the Initial Purchasers’ obligation to purchase the Securities
that the Company enter into this Agreement;



     NOW THEREFORE, the Company hereby undertakes as follows:



     1. Certain Definitions. For purposes of this Agreement, the following terms shall have the
following respective meanings:



     “Base Interest” shall mean the interest that would otherwise accrue on the Debentures under
the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.



     The term “broker-dealer” shall mean any broker or dealer registered with the Commission under
the Exchange Act.



     “Closing Date” shall mean the date on which the Debentures are initially issued.



     “Commission” shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.



     “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as
of which the Commission declares the Exchange Registration Statement effective or as of which the
Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall
mean the time and date as of which the Commission declares the Shelf Registration Statement
effective or as of which the Shelf Registration Statement otherwise becomes effective.



 









 





     “Electing Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or
3(d)(iii) hereof.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as
the same shall be amended from time to time.



     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.



     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.



     “Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a)
hereof.



     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.



     The term “holder” shall mean the Initial Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each case for so long as
such person is a record or beneficial owner of any Registrable Securities.



     “Indenture” shall mean the Junior Subordinated Debt Indenture, dated as of March 13, 2007,
between the Company and The Bank of New York, as Trustee (the “Trustee”), as supplemented by the
Ninth Supplemental Indenture, dated as of May 20, 2008, between the Company and the Trustee as the
same shall be amended from time to time.



     “Material Adverse Effect” shall have the meaning assigned thereto in Section 5(c).



     “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto.



     “Outstanding” has the meaning specified in the Indenture.



     The term “person” shall mean a corporation, association, partnership, organization, business
trust, individual, government or political subdivision thereof or governmental agency.



     “Registrable Securities” shall mean the Securities other than any Exchange Securities issued
in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security
that, pursuant to the sentence immediately preceding the penultimate sentence of Section 2(a), is
included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be
a Registrable Security with respect to Sections 5, 6 and 7 hereof until resale of such Registrable
Security has been effected within the 30 day period referred to in Section 2(a)); provided,
however, that a Security shall cease to be a Registrable Security when (i) in the circumstances
contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under
the Securities Act has been declared or becomes effective and such Security has been sold or
otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such
effective Shelf Registration Statement, (ii) such Security is sold pursuant to Rule 144 or
Regulation S under circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,



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is removed by the Company or pursuant to the Indenture or (iii) such Security shall cease to
be Outstanding.



     “Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.



     “Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.



     “Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.



     “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the
meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of
such holder’s business, (iii) a holder who has arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities received by such
broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the
broker-dealer directly from an Initial Purchaser or in the secondary market.



     “Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under
the Securities Act (or any successor provision), as the same shall be amended from time to time.



     “Securities” shall mean the Debentures of the Company to be issued and sold to the Initial
Purchasers and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture.



     “Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same
shall be amended from time to time.



     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.



     “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.



     “Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto,
and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from
time to time.



     Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.



     2. Registration Under the Securities Act.




	 	(a)	 	Except as set forth in Section 2(b) below, the Company agrees to file under the
Securities Act, no later than 270 days after the Closing Date, one or more




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	 	 	 	registration statements relating to an offer to exchange (each such registration
statement, an “Exchange Registration Statement”, and each such offer, an “Exchange Offer”)
any and all of the Securities for a like aggregate principal amount of junior subordinated
debentures issued by the Company, which junior subordinated debentures have provisions that
are substantially identical to the Securities (and are entitled to the benefits of a trust
indenture which is substantially identical to the Indenture or is the Indenture and which
has been qualified under the Trust Indenture Act), except that they have been registered
with the Commission pursuant to an effective registration statement under the Securities Act
and do not contain provisions restricting their transfer or for the additional interest
contemplated in Section 2(c) below (any such new junior subordinated debentures hereinafter
called “Exchange Securities”). The Company agrees to use commercially reasonable efforts to
cause an Exchange Registration Statement to become effective under the Securities Act no
later than 360 days after the Closing Date. The Exchange Offers will be registered under the
Securities Act on the appropriate form and will comply, in all material respects, with all
applicable tender offer rules and regulations under the Exchange Act. The Company further
agrees to use commercially reasonable efforts to commence and complete each Exchange Offer
promptly, but no later than 30 days after such Exchange Registration Statement has become
effective and exchange Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn on or prior to the expiration of such Exchange Offer. An
Exchange Offer will be deemed to have been “completed” only if the Exchange Securities
received by holders other than Restricted Holders in such Exchange Offer for Registrable
Securities are, upon receipt, transferable by each such holder without restriction under the
Securities Act and without material restrictions under the blue sky or securities laws of a
substantial majority of the States of the United States of America. An Exchange Offer shall
be deemed to have been completed upon the earlier to occur of (i) the Company having
exchanged Exchange Securities for all outstanding Registrable Securities pursuant to the
Exchange Offer and (ii) the Company having exchanged, pursuant to such Exchange Offer,
Exchange Securities for all Registrable Securities that have been properly tendered and not
withdrawn before the expiration of such Exchange Offer, which shall be on a date that is at
least 20 business days following the commencement of such Exchange Offer. The Company agrees
(x) to include in an Exchange Registration Statement a prospectus for use in any resales by
any holder of Exchange Securities that is a broker-dealer or any other person with similar
prospectus delivery requirements and (y) to keep such Exchange Registration Statement
effective for a period (the “Resale Period”) beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the expiration of the 30th day
after such Exchange Offer has been completed or such time as such broker-dealers or such
other persons no longer own any Registrable Securities. With respect to such Exchange
Registration Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 6(a), (c) and (d) hereof. In the event the Company
for any reason does not complete the Exchange Offer as contemplated in this Section 2(a),
the Company shall have no further obligations under this Agreement except as provided in
Section 2(b) below and for the payment of “Special Interest” as provided in Section 2(c)
below.






	 	(b)	 	If on or prior to the time an Exchange Offer is completed in respect of the
Securities, existing Commission interpretations are changed such that the Exchange




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	 	 	 	Securities received by holders, other than Restricted Holders, in the Exchange Offer
are not or would not be, upon receipt, transferable by each such holder without restriction
under the Securities Act, the Company shall, in lieu of conducting an Exchange Offer
contemplated by Section 2(a), file under the Securities Act no later than 360 days after the
Closing Date, a “shelf” registration statement providing for the registration of, and the
sale on a continuous or delayed basis by the holders of all of the Registrable Securities,
pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing,
a “Shelf Registration” and such registration statement, the “Shelf Registration Statement”).
The Company agrees to use commercially reasonable efforts to cause such Shelf Registration
Statement to become or be declared effective no later than 30 days after such Shelf
Registration Statement is filed and to keep such Shelf Registration Statement continuously
effective for a period ending on the earlier of the second anniversary of the Closing Date
or such time as all the Registrable Securities covered by the Shelf Registration Statement
are sold thereunder; provided, however, that no holder shall be entitled to be named as a
selling securityholder in such Shelf Registration Statement or to use the prospectus forming
a part thereof for resales of such Registrable Securities unless such holder is an Electing
Holder. The Company further agrees to supplement or make amendments to such Shelf
Registration Statement, as and when required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or rules and regulations thereunder for shelf
registration. In the event the Shelf Registration Statement has not been filed or become or
been declared effective as contemplated in this Section 2(b), the Company shall have no
further obligations under this Agreement except for the payment of “Special Interest” as
provided in Section 2(c) below.






	 	(c)	 	In the event that (i) the Exchange Offer is not completed within 390 days after the
Closing Date or (ii) the Shelf Registration Statement (to the extent required by Section
2(b) hereof) has not become or been declared effective by the 390th day after the Closing
Date or (iii) any Exchange Registration Statement or Shelf Registration Statement in respect
of the Securities required by Section 2(a) or 2(b) hereof is filed and declared effective
but shall thereafter either be withdrawn by the Company or shall become subject to an
effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted herein)
without being succeeded by a post-effective amendment or a prospectus supplement to such
registration statement or an additional registration statement that cures such failure and
that is itself declared effective promptly (each such event referred to in clauses (i)
through (iii), a “Registration Default” and each period during which a Registration Default
has occurred and is continuing until the earlier of such time as no Registration Default is
in effect or the second anniversary of the Closing Date, a “Registration Default Period”),
then, the Company hereby agrees to pay to each holder of Registrable Securities affected
thereby, as liquidated damages for such Registration Default, special interest (“Special
Interest”), in addition to the Base Interest, which shall accrue at a per annum rate of
0.125% for the first 90 days of the Registration Default Period, and shall increase at a per
annum rate of 0.125% thereafter for the remaining portion of the Registration Default
Period; provided that the Company shall in no event be required to pay Special Interest for
more than one Registration Default at any given






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time; and provided further that in no event shall the Special Interest rate exceed
0.25% per annum in the aggregate.




     (d) The Company shall take all actions reasonably necessary or advisable to be taken by
it to ensure that the transactions contemplated herein are effected as so contemplated.




     (e) Any reference herein to a registration statement as of any time shall be deemed to
include any document incorporated, or deemed to be incorporated, therein by reference as of
such time and any reference herein to any post-effective amendment to a registration
statement as of any time shall be deemed to include any document incorporated, or deemed to
be incorporated, therein by reference as of such time.



     3. Registration Procedures.



     If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the
following provisions shall apply:




     (a) At or before the Effective Time of any Exchange Registration Statement or any Shelf
Registration Statement, as the case may be, in the event a new indenture is used, the
Company shall qualify the Indenture under the Trust Indenture Act.




     (b) In the event that such qualification would require the appointment of a new trustee
under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.




     (c) In connection with the Company’s obligations with respect to any registration of
Exchange Securities as contemplated by Section 2(a) (an “Exchange Registration”), if
applicable, the Company shall:




     (i) use commercially reasonable efforts to prepare and file with the Commission
no later than 270 days after the Closing Date, an Exchange Registration Statement on
any form which may be utilized by the Company and which shall permit such Exchange
Offer and resales of Exchange Securities by broker-dealers during the Resale Period
to be effected as contemplated by Section 2(a), and use commercially reasonable
efforts to cause such Exchange Registration Statement to become effective no later
than 360 days after the Closing Date;




     (ii) use commercially reasonable efforts to prepare and file with the
Commission such amendments and supplements to such Exchange Registration Statement
and the prospectus included therein as may be necessary to effect and maintain the
effectiveness of such Exchange Registration Statement for the periods and purposes
contemplated in Section 2(a) hereof and as may be required by the applicable rules
and regulations of the Commission and the instructions applicable to the form of
such Exchange Registration Statement, and promptly provide each broker-dealer
holding Exchange Securities with such number of copies of the prospectus included
therein (as then amended or supplemented), in



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conformity in all material respects with the requirements of the Securities Act
and the Trust Indenture Act and the rules and regulations of the Commission
thereunder, as such broker-dealer reasonably may request prior to the expiration of
the Resale Period, for use in connection with resales of such Exchange Securities;




     (iii) promptly notify each broker-dealer that has requested or received copies
of the prospectus included in such registration statement (A) when such Exchange
Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with
respect to such Exchange Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any request by the Commission for
amendments or supplements to such Exchange Registration Statement or prospectus or
for additional information, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of such Exchange Registration Statement under the
Securities Act or the initiation of any proceedings for that purpose, (D) if at any
time the representations and warranties of the Company contemplated by Section 5
cease to be true and correct in all material respects, (E) of the receipt by the
Company of any notification with respect to the suspension of the qualification of
the Exchange Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, or (F) at any time during the Resale Period when a
prospectus is required to be delivered under the Securities Act, that such Exchange
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder or contains an untrue statement of a
material fact or omits to state any material fact necessary to make the statements
therein not misleading in light of the circumstances then existing;




     (iv) in the event that the Company would be required, pursuant to Section
3(c)(iii)(F) above, to notify any broker-dealers holding Exchange Securities,
promptly prepare and furnish to each such holder a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to purchasers of
such Exchange Securities during the Resale Period, such prospectus shall conform in
all material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission thereunder and
shall not contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein not misleading in light of the
circumstances then existing;




     (v) use commercially reasonable efforts to obtain the withdrawal or lifting of
any order suspending the effectiveness of such Exchange Registration Statement or
any post-effective amendment thereto at the earliest practicable date;




     (vi) use commercially reasonable efforts to (A) register or qualify the
Exchange Securities under the securities laws or blue sky laws of such



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jurisdictions as are contemplated by Section 2(a) no later than the
commencement of an Exchange Offer, (B) keep such registrations or qualifications in
effect and comply with such laws so as to permit the continuance of offers, sales
and dealings therein in such jurisdictions until the expiration of the Resale Period
and (C) take any and all other actions as may be reasonably necessary or advisable
to enable each broker-dealer holding Exchange Securities to consummate the
disposition thereof in such jurisdictions; provided, however, that the Company shall
not be required for any such purpose to (1) qualify as a foreign corporation in any
jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(c)(vi), (2) consent to general service of process in
any such jurisdiction or (3) make any changes to its certificate of incorporation or
by-laws or any agreement between it and its stockholders;




     (vii) use commercially reasonable efforts to obtain the consent or approval of
each governmental agency or authority, whether federal, state or local, which may be
required in order for the Company to effect such Exchange Registration and such
Exchange Offer;




     (viii) provide a CUSIP number for all such Exchange Securities, not later than
the applicable Effective Time; and




     (ix) use commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its
securityholders as soon as practicable, an earning statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including, at the
option of the Company, Rule 158 thereunder).




     (d) In connection with the Company’s obligations with respect to any Shelf
Registration, if applicable, the Company shall:




     (i) use commercially reasonable efforts to prepare and file with the
Commission, within the time periods specified in Section 2(b), a Shelf Registration
Statement on any form which may be utilized by the Company and which shall register
all of the Registrable Securities for resale by the holders thereof in accordance
with such method or methods of disposition as may be specified by such of the
holders as, from time to time, may be Electing Holders and use commercially
reasonable efforts to cause such Shelf Registration Statement to become effective
within the time periods specified in Section 2(b);




     (ii) mail the Notice and Questionnaire to the holders of such Registrable
Securities on the date of the filing of such Shelf Registration Statement; no holder
shall be entitled to be named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no holder shall be entitled to use the
prospectus forming a part thereof for resales of Registrable Securities at any time,
unless such holder has returned a completed and signed Notice and Questionnaire to
the Company by the deadline for response set forth therein; provided, however, that
holders of such Registrable Securities shall have



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at least 18 calendar days from the date on which the Notice and Questionnaire
is first mailed to such holders to return a completed and signed Notice and
Questionnaire to the Company;




     (iii) after the Effective Time of such Shelf Registration Statement, upon the
request of any holder of such Registrable Securities that is not then an Electing
Holder, promptly send a Notice and Questionnaire to such holder; provided that the
Company shall not be required to take any action to name such holder as a selling
securityholder in such Shelf Registration Statement or to enable such holder to use
the prospectus forming a part thereof for resales of Registrable Securities until
such holder has returned a completed and signed Notice and Questionnaire to the
Company;




     (iv) use commercially reasonable efforts to prepare and file with the
Commission such amendments and supplements to such Shelf Registration Statement and
the prospectus included therein as may be necessary to effect and maintain the
effectiveness of such Shelf Registration Statement for the period specified in
Section 2(b) hereof and as may be required by the applicable rules and regulations
of the Commission and the instructions applicable to the form of such Shelf
Registration Statement;




     (v) use commercially reasonable efforts to comply with the provisions of the
Securities Act with respect to the disposition of all of the Registrable Securities
covered by such Shelf Registration Statement in accordance with the intended methods
of disposition by the Electing Holders provided for in such Shelf Registration
Statement;




     (vi) provide (A) the Electing Holders, (B) the underwriters (which term, for
purposes of this Agreement, shall include a person deemed to be an underwriter
within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C)
any sales or placement agent therefor, (D) counsel for any such underwriter or agent
and (E) not more than one counsel for all the Electing Holders the opportunity to
review and comment on such Shelf Registration Statement for a period of 5 business
days if practicable, or such shorter period of time as is practicable and to review
and promptly comment on each amendment or supplement thereto;




     (vii) for a reasonable period prior to the filing of such Shelf Registration
Statement, and throughout the period specified in Section 2(b), make available at
reasonable times at the Company’s principal place of business or another reasonable
place for inspection by the persons referred to in Section 3(d)(vi) who shall
certify to the Company that they have a current intention to sell the Registrable
Securities pursuant to the Shelf Registration such financial and other information
and books and records of the Company, and cause the officers and employees of the
Company to respond to such inquiries, as shall be reasonably necessary, to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act;
provided, however, that each such party shall be required to



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maintain in confidence and not to disclose to any other person any information
or records reasonably designated by the Company as being confidential, until such
time as (A) such information becomes a matter of public record (whether by virtue of
its inclusion in such registration statement or otherwise), or (B) such person shall
be required to so disclose such information pursuant to a subpoena or order of any
court or other governmental agency or body having jurisdiction over the matter
(subject to the requirements of such order, and only after such person shall have
given the Company prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Shelf Registration Statement or the
prospectus included therein or in an amendment to such Shelf Registration Statement
or an amendment or supplement to such prospectus in order that such Shelf
Registration Statement, prospectus, amendment or supplement, as the case may be,
complies with applicable requirements of the Securities Act and the rules and
regulations of the Commission and does not contain an untrue statement of a material
fact or omit to state therein a material fact necessary to make the statements
therein not misleading in light of the circumstances then existing;




     (viii) advise each of the Electing Holders, any sales or placement agent
therefor and any underwriter thereof (which notification may be made through any
managing underwriter that is a representative of such underwriter for such purpose)
(A) when such Shelf Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed, and,
with respect to such Shelf Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any request by the Commission for
amendments or supplements to such Shelf Registration Statement or prospectus or for
additional information, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of such Shelf Registration Statement under the
Securities Act or the initiation of any proceedings for that purpose, (D) if at any
time the representations and warranties of the Company contemplated by Section 5
cease to be true and correct in all material respects, (E) of the receipt by the
Company of any notification with respect to the suspension of the qualification of
the Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, or (F) if at any time when a prospectus is required to
be delivered under the Securities Act, that such Shelf Registration Statement,
prospectus, prospectus amendment or supplement or post-effective amendment does not
conform in all material respects to the applicable requirements of the Securities
Act and the Trust Indenture Act and the rules and regulations of the Commission
thereunder or contains an untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein not misleading in light of
the circumstances then existing;




     (ix) use commercially reasonable efforts to obtain the withdrawal or lifting of
any order suspending the effectiveness of such Shelf Registration Statement or any
post-effective amendment thereto at the earliest practicable date;




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	 	(x)	 	if requested by any managing underwriter or underwriters, any placement or
sales agent or any Electing Holder, promptly incorporate in a prospectus supplement
or post-effective amendment such information as is required by the applicable rules
and regulations of the Commission and as such managing underwriter or underwriters,
such agent or such Electing Holder specifies should be included therein relating to
the terms of the sale of such Registrable Securities, including information with
respect to the principal amount of such Registrable Securities being sold by such
Electing Holder or agent or to any underwriters, the name and description of such
Electing Holder, agent or underwriter, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in respect
thereof, the purchase price being paid therefor by such underwriters and with
respect to any other terms of the offering of the Registrable Securities to be sold
by such Electing Holder or agent or to such underwriters; and make all required
filings of such prospectus supplement or post-effective amendment promptly after
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment;
	 
	 	(xi)	 	furnish to each Electing Holder, each placement or sales agent, if any,
therefor, each underwriter, if any, thereof and the respective counsel referred to
in Section 3(d)(vi) a copy of such Shelf Registration Statement, each such amendment
and supplement thereto (in each case including all exhibits thereto (in the case of
an Electing Holder of Registrable Securities, upon request) and documents
incorporated by reference therein) and such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents incorporated by
reference therein) and of the prospectus included in such Shelf Registration
Statement (including each preliminary prospectus and any summary prospectus), in
conformity in all material respects with the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder, and such other documents, as such Electing Holder, agent, if
any, and underwriter, if any, may reasonably request in order to facilitate the
offering and disposition of the Registrable Securities owned by such Electing
Holder, offered or sold by such agent or underwritten by such underwriter and to
permit such Electing Holder, agent and underwriter to satisfy the prospectus
delivery requirements of the Securities Act; and the Company hereby consents to the
use of such prospectus (including such preliminary and summary prospectus) and any
amendment or supplement thereto by each such Electing Holder and by any such agent
and underwriter, in each case in the form most recently provided to such person by
the Company, in connection with the offering and sale of the Registrable Securities
covered by the prospectus (including such preliminary and summary prospectus) or any
supplement or amendment thereto;
	 
	 	(xii)	 	use commercially reasonable efforts to (A) register or qualify the
Registrable Securities to be included in such Shelf Registration Statement under
such securities laws or blue sky laws of such jurisdictions within the United States
as any Electing Holder shall reasonably request, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the continuance




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	 	 	 	of offers, sales and dealings therein in such jurisdictions during the period
such Shelf Registration is required to remain effective under Section 2(b) above and
for so long as may be necessary to enable any such Electing Holder, agent or
underwriter to complete its distribution of Securities pursuant to such Shelf
Registration Statement and (C) take any and all other actions as may be reasonably
necessary or advisable to enable each such Electing Holder, agent, if any, and
underwriter, if any, to consummate the disposition in such jurisdictions of such
Registrable Securities; provided, however, that the Company shall not be required
for any such purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the requirements of
this Section 3(d)(xii), (2) consent to general service of process in any such
jurisdiction or (3) make any changes to its certificate of incorporation or by-laws
or any agreement between it and its stockholders;
	 
	 	(xiii)	 	use commercially reasonable efforts to obtain the consent or approval of
each governmental agency or authority, whether federal, state or local, which may be
required by the Company in order to effect such Shelf Registration or the offering
or sale contemplated thereby;
	 
	 	(xiv)	 	provide a CUSIP number for all such Registrable Securities, not later
than the applicable Effective Time;
	 
	 	(xv)	 	enter into one or more underwriting agreements, engagement letters, agency
agreements, “best efforts” underwriting agreements or similar agreements, as
appropriate, including customary provisions relating to indemnification and
contribution, and take such other actions in connection therewith as any Electing
Holders aggregating at least 25% in aggregate principal amount of the Registrable
Securities at the time Outstanding shall reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities; and
	 
	 	(xvi)	 	use commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its
securityholders as soon as practicable, an earning statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including, at the
option of the Company, Rule 158 thereunder).





     (e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(F)
above, to notify the Electing Holders, the placement or sales agent, if any, therefor and
the managing underwriters, if any, thereof, the Company shall prepare and furnish to each of
the Electing Holders, to each placement or sales agent, if any, and to each such
underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended
so that, as thereafter delivered to purchasers of such Registrable Securities, such
prospectus shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the Commission
thereunder and shall not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein



12









 




not misleading in light of the circumstances then existing. Each Electing Holder agrees
that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof,
such Electing Holder shall forthwith discontinue the disposition of the Registrable
Securities pursuant to the Shelf Registration Statement applicable to such Registrable
Securities until such Electing Holder shall have received copies of such amended or
supplemented prospectus, and if so directed by the Company, such Electing Holder shall
deliver to the Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Electing Holder’s possession of the prospectus covering such
Registrable Securities at the time of receipt of such notice.




     (f) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice and Questionnaire, the Company may require
such Electing Holder to furnish to the Company such additional information regarding such
Electing Holder and such Electing Holder’s intended method of distribution of the
Registrable Securities as may be required in order to comply with the Securities Act. Each
such Electing Holder agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which any prospectus
relating to such Shelf Registration contains or would contain an untrue statement of a
material fact regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities or omits to state any material fact regarding
such Electing Holder or such Electing Holder’s intended method of disposition of such
Registrable Securities necessary to make the statements therein not misleading in light of
the circumstances then existing, and promptly to furnish to the Company any additional
information required to correct and update any previously furnished information or required
so that such prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein not misleading in light of
the circumstances then existing.



     (g) Until the expiration of two years after the Closing Date, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the
Securities that have been reacquired by any of them except pursuant to an effective
registration statement under the Securities Act.



     4. Registration Expenses.



     The Company agrees to bear and to pay or cause to be paid all expenses incident to the
Company’s performance of or compliance with this Agreement, including (a) all Commission and any
Financial Industry Regulatory Authority registration, filing and review fees and expenses including
fees and disbursements of counsel for the placement or sales agent or underwriters in connection
with such registration, filing and review, (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities and blue sky laws
referred to in Section 3(c)(vi) and Section 3(d)(xii) hereof and determination of their eligibility
for investment under the laws of such jurisdictions as any managing underwriters or the Electing
Holders may designate, including any fees and disbursements of counsel for the Electing Holders or
underwriters in connection with such qualification and



13









 




determination, (c) all expenses relating to the preparation, printing, production,
distribution and reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Exchange Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among underwriters,
selling agreements and blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including certificates
representing the Exchange Securities), (d) messenger, telephone and delivery expenses relating to
the offering, sale or delivery of the Exchange Securities and the preparation of documents referred
in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the
Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees,
disbursements and expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or “cold comfort” letters required by or incident to such
performance and compliance), (h) reasonably incurred fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by
the Electing Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (i) any fees charged by securities rating services for rating the Exchange Securities,
and (j) fees, expenses and disbursements of any other persons, including special experts, retained
by the Company in connection with such registration (collectively, the “Registration Expenses”). To
the extent that any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed
or paid after receipt of a request therefor. Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and commissions and underwriting
discounts and commissions attributable to the sale of such Registrable Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.




     5. Representations and Warranties.



     The Company represents and warrants to, and agrees with, the Initial Purchasers and each of
the holders from time to time of Registrable Securities that:




	 	(a)	 	Each registration statement covering Registrable Securities and each prospectus
(including any preliminary or summary prospectus) contained therein or furnished pursuant to
Section 3(c) or Section 3(d) hereof and any further amendments or supplements to any such
registration statement or prospectus, when it becomes effective or is filed with the
Commission, as the case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the sale by the underwriters under the underwriting agreement
relating thereto and at the time of closing under such underwriting agreement, will conform
in all material respects to the requirements of the Securities Act and the Trust Indenture
Act and will not contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein in the light of the circumstances then
existing not misleading; and at all times subsequent to




14









 






	 	 	 	the Effective Time when a prospectus would be required to be delivered under the
Securities Act, other than from (i) such time as a notice has been given to holders of
Registrable Securities pursuant to Section 3(c)(iii)(F) or Section 3(d)(viii)(F) hereof
until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant
to Section 3(c)(iv) or Section 3(e) hereof, each such registration statement, and each
prospectus (including any summary prospectus) contained therein or furnished pursuant to
Section 3(c) or Section 3(d) hereof, as then amended or supplemented, will conform in all
material respects to the requirements of the Securities Act and the Trust Indenture Act and
will not contain an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein not misleading in the light of the circumstances
then existing; provided, however, that this representation and warranty shall not apply to
(i) that part of the registration statement which constitutes the Statement of Eligibility
under the Trust Indenture Act of the Trustee, (ii) statements or omissions in the
registration statement or the prospectus made in reliance upon and in conformity with
information furnished in writing by a holder of Registrable Securities expressly for use
therein; and (iii) any statement which does not constitute part of the registration
statement or prospectus pursuant to Rule 412 under the Securities Act.
	 
	 	(b)	 	The documents to be incorporated by reference in the prospectus, when they were
filed with the Commission, conformed in all material respects to the requirements of the
Exchange Act, and none of such documents contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in the light of
the circumstances under which they are made, not misleading; and any further documents so
filed and incorporated by reference, when they are filed with the Commission, will conform
in all material respects to the requirements of the Exchange Act and will not contain an
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they are made, not
misleading; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by a holder of Registrable Securities expressly for use therein or
to any statement in any such document which does not constitute part of the registration
statement or prospectus pursuant to Rule 412 under the Securities Act.
	 
	 	(c)	 	The compliance by the Company with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not result in a breach of any of
the terms or provisions of, or constitute a default under, any material indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company is a
party or by which the Company is bound or to which any of the property or assets of the
Company is subject, nor will such action result in any violation of the provisions of the
Restated Certificate of Incorporation, as amended, or the By-laws of the Company or any
statute or any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties, except, in each case, for such
breaches, defaults and violations that would not have a material adverse effect on the
business, financial position, shareholders’ equity or results of operations of the Company
and its subsidiaries considered as an entirety (a “Material Adverse Effect”); and no
consent, approval, authorization, order, registration or






15












 






	 	 	 	qualification of or with any court or any such regulatory authority or other
governmental agency or body is required for the consummation by the Company of the other
transactions contemplated by this Agreement, except for the registration of the Securities
under the Securities Act, and the qualification of an indenture under the Trust Indenture
Act, as contemplated by this Agreement, and such consents, approvals, authorizations,
registrations or qualifications the failure to obtain or make would not have a Material
Adverse Effect or affect the validity of the Exchange Securities and as may be required
under State securities or blue sky or insurance securities laws in connection with the
offering and distribution of the Exchange Securities.





     6. Indemnification.




	 	(a)	 	Indemnification by the Company. The Company will indemnify and hold harmless each
of the holders of Registrable Securities included in an Exchange Registration Statement,
each of the Electing Holders of Registrable Securities included in a Shelf Registration
Statement and each person who participates as a placement or sales agent or as an
underwriter and each person, if any, who controls such placement or sales agent or
underwriter within the meaning of the Securities Act in any offering or sale of such
Registrable Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent, underwriter or control person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Exchange Registration Statement or
Shelf Registration Statement, as the case may be, under which such Registrable Securities
were registered under the Securities Act, or any preliminary, final or summary prospectus
contained therein or furnished by the Company to any such holder, Electing Holder, agent or
underwriter, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, and will reimburse such holder, such Electing Holder,
such agent, such underwriter and such control person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any of such documents in reliance upon and in conformity with written
information furnished to the Company by such person expressly for use therein; and provided,
further, that with respect to any untrue statement or omission or alleged untrue statement
or omission made in any preliminary prospectus, the indemnity agreement contained in this
Section 6(a) shall not inure to the benefit of any holder of Registrable Securities included
in an Exchange Registration Statement, Electing Holders of Registrable Securities included
in a Shelf Registration Statement or any person who participates as a placement or sales
agent or as an underwriter in any offering or sale of such Registrable Securities from whom
the person asserting any such losses, claims, damages or liabilities purchased such
Registrable Securities (or to the benefit of any person controlling any placement or sales
agent or underwriter), to the extent that any such loss, claim, damage or liability of such
person results from the fact that a copy of the prospectus was not sent or given to such




16









 






	 	 	 	person at or prior to the written confirmation of the sale of such Registrable
Securities to such person.






	 	(b)	 	Indemnification by the Holders and any Agents and Underwriters. The Company may
require, as a condition to including any Registrable Securities in any registration
statement filed pursuant to Section 2(b) hereof and to entering into any underwriting
agreement with respect thereto, that the Company shall have received an undertaking
reasonably satisfactory to it from the Electing Holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and not jointly,
to (i) indemnify and hold harmless the Company, each of its directors, each of its officers
who have signed any Shelf Registration Statement and each person, if any, who controls the
Company within the meaning of the Securities Act and all other holders of Registrable
Securities, against any losses, claims, damages or liabilities to which the Company or any
such director, officer, controlling person or such other holders of Registrable Securities
may become subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in such
registration statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company by such Electing Holder or underwriter
expressly for use therein, and (ii) reimburse the Company, any director, officer or
controlling person or other holder of Registrable Securities for any legal or other expenses
reasonably incurred by the Company or any such director, officer or controlling person or
holder of Registrable Securities in connection with investigating or defending any such
loss, claim, damage, liability or action.






	 	(c)	 	Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice in writing of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an indemnifying
party pursuant to the indemnification provisions under this Section 6, notify such
indemnifying party of the commencement of such action; but the omission to so notify the
indemnifying party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of Section 6(a) or
Section 6(b) hereof. In case any such action shall be brought against any indemnified party
and it shall notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to such indemnified party of its election so to assume the
defense thereof, such indemnifying party shall not be liable to such indemnified party for
any legal or other expenses, in each case




17









 






	 	 	 	subsequently incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation.






	 	(d)	 	Contribution. If for any reason the indemnification provisions contemplated by
Section 6(a) or Section 6(b) hereof are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or by such indemnified party, and
the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders or any agents or underwriters or all of them were treated as
one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 6(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, or liabilities
(or actions in respect thereof) referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 6(d), no holder shall be required to contribute any amount in excess of the amount
by which the dollar amount of the proceeds received by such holder from the sale of any
Registrable Securities (after deducting any fees, discounts and commissions applicable
thereto) exceeds the amount of any damages which such holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission,
and no underwriter shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which such
underwriter 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
holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.





     7. Underwritten Offerings.




	 	(a)	 	Selection of Underwriters. If any of the Registrable Securities covered by a Shelf
Registration are to be sold pursuant to an underwritten offering, the managing




18









 






	 	 	 	underwriter or underwriters thereof shall be designated by Electing Holders holding at
least a majority in aggregate principal amount of the Registrable Securities to be included
in such offering, provided that such designated managing underwriter or underwriters is
acceptable to the Company.






	 	(b)	 	Participation by Holders. Each holder of Registrable Securities hereby agrees with
each other such holder that no such holder may participate in any underwritten offering
hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the
basis provided in any underwriting arrangements approved by the persons entitled hereunder
to approve such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably required under
the terms of such underwriting arrangements.





     8. Rule 144.



     For one year from the initial issuance of the Debentures, the Company covenants to the holders
of Registrable Securities that to the extent it shall be required to do so under the Exchange Act,
the Company shall timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to
in subparagraph (c)(1) of Rule 144) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable Securities 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 limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities in connection with that holder’s sale pursuant to
Rule 144, the Company shall deliver to such holder a written statement as to whether it has
complied with such requirements.



     9. Miscellaneous.




	 	(a)	 	Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by
hand, if delivered personally or by courier, or three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested) as follows: If to
the Company, to it at 70 Pine Street, New York, New York 10270, Attention: Secretary, and
if to a holder, to the address of such holder set forth in the security register or other
records of the Company, or to such other address as the Company or any such holder may have
furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.






	 	(b)	 	Parties in Interest. All the terms and provisions of this Agreement shall be
binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto
and the holders from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and such holders and the directors, officers
and controlling persons referred to in Section 6 hereof. In the event that any transferee of




19









 






	 	 	 	any holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee
shall, without any further writing or action of any kind, be deemed a beneficiary hereof for
all purposes and such Registrable Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Registrable Securities such transferee shall
be entitled to receive the benefits of, and be conclusively deemed to have agreed to be
bound by, all of the applicable terms and provisions of this Agreement. If the Company shall
so request, any such successor, assign or transferee shall agree in writing to acquire and
hold the Registrable Securities subject to all of the applicable terms hereof. If the
Company so requests, then until such writing is obtained, such successor, assign or
transferee shall have no rights under this Agreement.






	 	(c)	 	Survival. The respective indemnities, agreements, representations, warranties and
each other provision set forth in this Agreement or made pursuant hereto shall remain in
full force and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Registrable Securities, any director, officer
or partner of such holder, any agent or underwriter or any director, officer or partner
thereof, or any controlling person of any of the foregoing, and shall survive the transfer
and registration of Registrable Securities by such holder and the consummation of an
Exchange Offer.






	 	(d)	 	Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.






	 	(e)	 	Headings. The descriptive headings of the several Sections and paragraphs of this
Agreement are inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.






	 	(f)	 	Entire Agreement; Amendments. This Agreement and the other writings referred to
herein (including the Indenture and the Debentures) or delivered pursuant hereto which form
a part hereof contain the entire understanding of the parties with respect to its subject
matter. This Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter. This Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively) only by a written instrument duly executed by the
Company. In the case of any amendment or waiver that materially and adversely affects the
rights of a holder of Registrable Securities, such amendment or waiver must be approved by
the holders of not less than a majority of the Registrable Securities held by the materially
and adversely affected holders of Registrable Securities. Each holder of any Registrable
Securities at the time or thereafter Outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(f), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or is delivered
to such holder. Any such amendment may be retroactive so long as such amendment does not
adversely affect the rights of any holder of Registrable Securities in any material respect.




20









 












	 	(g)	 	Counterparts. This Agreement may be executed by the parties in counterparts, each
of which shall be deemed to be an original, but all such respective counterparts shall
together constitute one and the same instrument.




21









 











     If the foregoing is in accordance with your understanding, please sign and return to us seven
counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof
shall constitute a binding agreement between the Purchaser and the Company.



	 	 	 	 	 
	 	Very truly yours,





AMERICAN INTERNATIONAL GROUP, INC.

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




	 	 	Accepted as of the date hereof:





	 	 	 	 
	 	Citigroup Global Markets Inc. 

J.P. Morgan Securities Inc. 

Banc of America Securities LLC 

Barclays Capital Inc. 

Lehman Brothers Inc. 

Mitsubishi UFJ Securities International plc 

Mizuho Securities USA Inc. 

Daiwa Securities America Inc. 

RBC Capital Markets Corporation 

Santander Investment Securities Inc. 

KeyBanc Capital Markets, Inc. 

Scotia Capital (USA) Inc.
	 	Wells Fargo Securities, LLC

ANZ Securities, Inc.

nabCapital Securities, LLC

BMO Capital Markets Corp.

TD Securities (USA) LLC

ING Bank N.V.

Calyon Securities

SunTrust Robinson Humphrey, Inc.

NatCity Investments, Inc.

BBVA Securities, Inc.

CIBC World Markets Corp.






	 	 	 	 
	By CITIGROUP GLOBAL MARKETS INC., as

Representative of the initial purchasers

 	 
	By:  	/s/ Jack D. McSpadden, Jr.
 	 
	 	Title:  Managing Director


Name: Jack D. McSpadden, Jr. 	 
	 
	By J.P. MORGAN SECURITIES INC., as

Representative of the initial purchasers

 	 
	By:  	/s/ Maria Sramek
 	 
	 	Title:  Executive Director

Name: Maria Sramek 	 
	 




 












 





Exhibit A




American International Group, Inc.




INSTRUCTION TO DTC PARTICIPANTS




(Date of Mailing)




URGENT — IMMEDIATE ATTENTION REQUESTED




DEADLINE FOR RESPONSE: [DATE]*



The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in American International Group, Inc. (the “Company”) 8.175% Series A-6 Junior
Subordinated Debentures (the “Securities”) are held.



The Company is in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.



It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by [Deadline For
Response*]. Please forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact 70 Pine Street, New York, New York
10270, Attention: Secretary, Telephone No. (212) 770-5123.






 




			
	*	 	Not less than 18 calendar days from date of mailing.




A-1









 










American International Group, Inc.




Notice of Registration Statement

and

Selling Securityholder Questionnaire




(Date)



Reference is hereby made to the Agreement (the “Agreement”) between American International Group,
Inc. (the “Company”) and the Initial Purchasers named therein. Pursuant to the Agreement, the
Company has filed with the United States Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (the “Shelf Registration Statement”) for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 8.175% Series A-6 Junior Subordinated Debentures (the “Securities”). A copy of the
Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Agreement.



Each beneficial owner of Registrable Securities (as defined in the Agreement) is entitled to have
the Registrable Securities beneficially owned by it included in the Shelf Registration Statement.
In order to have Registrable Securities included in the Shelf Registration Statement, this Notice
of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”)
must be completed, executed and delivered to the Company’s counsel at the address set forth herein
for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who
do not complete, execute and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii) may not use the
prospectus forming a part thereof for resales of Registrable Securities.



Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related prospectus.




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ELECTION



The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and
listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Agreement, including, without limitation, Section 6 of the
Agreement, as if the undersigned Selling Securityholder were an original party thereto.



Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the Agreement.



The Selling Securityholder hereby provides the following information to the Company and represents
and warrants that such information is accurate and complete:




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QUESTIONNAIRE





	(1)	 	(a) Full Legal Name of Selling Securityholder:





 
 




     (b) Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable
Securities Listed in Item (3) below:



 
 




     (c) Full Legal Name of DTC Participant (if applicable and if not the same as (b) above)
Through Which Registrable Securities Listed in Item (3) below are Held:



 
 





	(2)	 	Address for Notices to Selling Securityholder:





	 	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	Telephone:

	 	 
	 	 
	 

	 	 	 	 
	Fax:

	 	 
	 	 
	 

	 	 	 	 
	Contact Person:

	 	 
	 	 
	 

	 	 	 	 







	(3)	 	Beneficial Ownership of Securities:
	 
	 	 	Except as set forth below in this Item (3), the undersigned does not beneficially own any
Securities.






	 	(a)	 	Principal amount of Registrable Securities beneficially owned:






	 	 	 	8.175% Series A-6 Junior Subordinated Debentures: $                     






	 	 	 	CUSIP No(s). of such Registrable Securities:






	 	(b)	 	Principal amount of Securities other than Registrable Securities beneficially owned:
	 
	 	 	 	CUSIP No(s). of such other Securities:




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	 	(c)	 	Principal amount of Registrable Securities which the undersigned wishes to be
included in the Shelf Registration Statement:






	 	 	 	8.175% Series A-6 Junior Subordinated Debentures: $                     






	(4)	 	Beneficial Ownership of Other Securities of the Company:
	 
	 	 	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not
the beneficial or registered owner of any other securities of the Company, other than the
Securities listed above in Item (3).
	 
	 	 	State any exceptions here:
	 
	(5)	 	Relationships with the Company:
	 
	 	 	Except as set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any position or
office or has had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.
	 
	 	 	State any exceptions here:
	 
	(6)	 	Plan of Distribution:
	 
	 	 	Except as set forth below, the undersigned Selling Securityholder intends to distribute the
Registrable Securities listed above in Item (3) only as follows (if at all): Such
Registrable Securities may be sold from time to time directly by the undersigned Selling
Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such
Registrable Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at the time of
sale, or at negotiated prices. Such sales may be effected in transactions (which may
involve crosses or block transactions) (i) on any national securities exchange or quotation
service on which the Registrable Securities may be listed or quoted at the time of sale,
(ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges
or




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	 	 	services or in the over-the-counter market, or (iv) through the writing of options. In
connection with sales of the Registrable Securities or otherwise, the Selling
Securityholder may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the Registrable Securities in the course of hedging the positions
they assume. The Selling Securityholder may also sell Registrable Securities short and
deliver Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may sell such securities.
	 
	 	 	State any exceptions here:




By signing below, the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M.



In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Agreement.



By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (6) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.



In accordance with the Selling Securityholder’s obligation under Section 3(f) of the Agreement to
provide such information as may be required by law for inclusion in the Shelf Registration
Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the date hereof at any
time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant
to the Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:



(i) To the Company:



American International Group, Inc.

Attn: Secretary




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70 Pine Street

New York, New York 10270



(ii) With a copy to:



Sullivan & Cromwell LLP

Attn: Robert W. Reeder III

125 Broad Street

New York, New York 10004



Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire
shall be governed in all respects by the laws of the State of New York.




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IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.




Dated:                                         




	 	 	 	 	 
	 	 	 
	 	 	Selling Securityholder
	 	 	(Print/type full legal name of beneficial owner of Registrable Securities)
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 





PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:



Sullivan & Cromwell LLP

Attn: Robert W. Reeder III

125 Broad Street

New York, New York 10004




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Exhibit B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




The Bank of New York

101 Barclay Street

New York, NY 10007




Attention: Trust Officer




	 	 	 	 	 
	 

	 	Re:
	 	American International Group, Inc. (the “Company”)

8.175% Series A-6 Junior Subordinated Debentures






Dear Sirs:



Please be advised that                                          has transferred $                     aggregate principal
amount of the 8.175% Series A-6 Junior Subordinated Debentures pursuant to an effective
Registration Statement on Form           (File No. 333-          ) filed by the Company.



We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the 8.175% Series A-6
Junior Subordinated Debentures (the “Debentures”) is named as a “Selling Holder” in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount of the Debentures
transferred are the Debentures listed in such Prospectus opposite such owner’s name.




Dated:




	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Name)
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	By:
	 	(Authorized Signature)







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