Issuer: Initial Holdor: Size: Security: Rankin Term: Dividend: Redemption: Restrictions on Dividends: TARP AIG SSFI Investment Senior Preferred Stock and Warrant ‘Summary of Senior Preferred Terms ‘American International Group, Ine. *AIG") United States Dapartment of the Treasury (Ihe "UST". $540 Billion aggregate liquidation preference, Senior Preferred, liquidation preference $10,000 per share: provided that UST may, upon transfer of the Senior Preferred, Tequire AIG to appoint a depositary to hold the Senior Prefered and issue depositary receipts. Senior to common stock and pari passu with existing preferred shares other than preferred shares which by their terms rank junior to the Senior Preferred. At the meeting of stockholders Called to effect the amendments fo AIG's Restated Certificate of Incorporation contemplated by the terms of the convertible preferred stock, AIG shall propose an amendment to ts Restated Certificate of incorporation to alow the Senior Preferred to rank senior fo the convertible proferred stock. Perpetual ite. ‘The Senior Preferred wil accrue cumulative dividends at a rate of 10% per annum, Dividends will be payable quarterly in arrears fon February 1, May 1, August 1 and November 1 of each year. Dividends wil be payable when, as and if declared by the Board of Directors of AIG. Accrued but unpaid dividends shell ‘compound quarterly ‘At any time that () the AIG Cradit Facility Trust (or any successor centty established for the benefit ofthe United States Treasury) ‘beneficially owns” less than 30% of the aggregate voting power of AIG's voting securities and (i) no holder of the Senior Preferred controls AIG, then AIG may redeem the Senior Preferred in whole or in part at a redemption price equal to 100% ofits liquidation preference, plus an amount equal to accrued ‘and unpaid dividends (including, f applicable, dividends on such amount), "Controt' for this purpose means the power to direct the management and policies of AIG, direct or indirectly, whether through the ownership of voting securities, by contract, by the power to control AIG's Board of Directors or otherwise "Beneficially owns" is a¢ definad in Rule 13¢-3 under the. ‘Securitas Exchange Act of 1934. For the avoidance of doubt. late there is AIG's Board of Directors contco (or the potential to {gain AIG's Board of Directors contro) by the holder of the Senior Preferred, then AIG is not permitted to redeem the Senior Preferred. ‘Subject o certain exceptions, for as long as any Senior Preferred 1214Common dividends: Repurchases: Voting rights: is outstanding, no dividends may be declared or paid on junior preferred shares, preferred shares ranking pari passu with the Senior Proferred (‘Panty Stock’), or common shares (ather than (i) in the case of pan passu proferred shares, dividends on a pro rota basis with the Senior Preferred and (i) inthe case of junior preferred sharas, divitends payable solely in common shares), hor may AIG repurchase or redeom any junior preferred shares, preferred shares ranking pari passu with the Senior Preferred or ‘common shares, unlass all accrued and unpaid dividends forall past dividend periods on the Senior Preferred are fully paid or {doclared and a sum sufficient forthe payment thereol set apart The USTs consent shall be required for any increase in common dividends per share unt the tith anniversary of the date of this investment unless prior to such fith anniversary the Senior Proferred is redeemed in whole or the UST has transferred all of the Senior Praferred to third parts. The USTs consen! sholbe required for epurchasas of any common shares, oar eaotal soc, Ws protered secures o stor oguly secur (oner han ( epurchases of the Senor Protos, i repurcheses of nor preferred shares or common Shores {Junto Sosk) in comocton wth ino adrntation oF ny employee benol plan nthe ordnary course o busines and ansstant wth ast pracice (heading puchoses to ose shore Guten pursventt ¢ pusicy seneuread repurchase pen. ny redemplon or toprchave of age pursuant ay Stockhoior' hts lon and (o) fo exchange of conversion of Simor Sock foro to oir Juno Stock oro Paty Stock or ist pretered secures forint olher Party Sock (wth the Sam or lessor aggregatoiudation amount) or Jnr stock, ach caso, st lo he extent equved pursuant to binding Contacuelagroomorts entre into pir to the signing dat of Gare agantont to purchose tha Serer Profored or ay subregion! agreement for ne accelerated exerse, setfemant Sr oxconge tere for commun ste) unl fe fy anniversary GF th date of i nvestonuross port such fh Shnversary he Senor rafrrad i redoamod nwo or ho gr hoe Vanafored oto ho Senior Protered to nt pares. Nowthstandng he oregon, folowing ne redemption i whole Wine Sonor Prfered etd by UST ete vansiorby UST of al | ofthe Senor Preferred to ono or mor tra pares not fated | wrth UST” ALG may repurchase, in woleo pr any to | the Warrant ton held by UST al ho fa arte vive ofthe Warrant slong a3 no ler ofthe Warrant controle iG os provdad in Cause (i of Redompton” above ‘The Senior Preferred shall be non-voting, other than class voting Fights on {i) any authorization or issuance of shares other than the convertible preferred stock ranking senior or pari passu to the Senior Preferred, (i) any amendment that adversely affects the ‘Fights of Senior Proferrad, or ii) any merger, exchange or similar transaction unless the Senior Preferred remains outstanding or is converted into or exchanged for preference secures of the surviving oF resulting entity oF its ultimate parent and the Senior Preferred or such preference shares have such rights, preferences, privleges and voting powers, and limitations and Festrctions thereof, laken as a whole, as are not materially ess 2 vv ens: TeRMSLAT AG Form hbTranstorability: Claim in Bankruptcy: Acceleration Rights: Use of Proceads ‘Tax Treatment: Restrictions on Expenses: favorable to the holders thereof than those of the Senior Prolerted immediately prior to such transaction, taken as a anole. If dividends on the Senior Preferred are not paid in ful for four dividend periods, whather or not consecutive, the Senior Preferred wil have the right to elect the greater of 2 directors and ‘a number of directors (rounded upward) equal to 20% of the total hhumber of directors after giving etfect to such election. The right to elect directors will nd when ful dvidends have been paid for al past dividend periods. The Senior Preferred will not be subject to any contractual restrictions on transfer other than such as are necessary to insure compliance with U.S, federal and state securities laws, AIG wil file.a registration statement (which may be a shelf registration statement) covering the Senior Proferred as promply ‘8 practicable, but in any event within 15 days, ater notification by the UST and, if necessary, shail take ail action required to cause such registration statement to be deciared effective as 00n a8 possible, During any period that an effective registration ‘Statement is not available forthe resale by the UST of the Senior Preferred, AIG wil also grant to the UST piggyback registration rights for the Senior Preferrad and wil fake such other steps 2s may be reasonably requested to faciitate the transfer of he Senior Preferred including, if requested by the UST, using reasonable dest efforts to list the Senior Preferred on a national ‘secures exchange. f requested by the UST. AIG will appoint 2 depositary to hold the Senior Preferred and issue depositary receipts. Equity claim with liquidation preference to common equity claim, None To repay the senior secured revolving credit facility govemed by the Credit Agreement dated as of September 22, 2008 (the "Creait Agreement’) between AIG and the Federal Reserve Bank of New York ("FRBNY") Dividends on the Senlor Preferred are non tax-deductible to AIG. AIG shall continue to maintain and implement its comprehensive ‘written policy on corporate expenses and distribute such policy to ali AIG employees. Such policy, as may be amended fram time {o time, shall ramain in effect at least until such time as any of the shares of the Senior Praterrad are owned by the UST. Any material amendments to such policy shail require the prior written Consent of the UST until such time 2s the UST no fonger owns tny shares of Senior Preferred, and any material deviations from | such polley, whether in contravention thereat or pursuant {0 waivers provided for thereunder, shall promptly be reported to the UST. Such policy shall, at @ minimum: () require ‘compliance with all applicable law; (i) apply to AIG and all ofits subsidiaries; (i) govern (a) the hosting, sponsorship or other 3 1216