Form 8-K

8-K — AMERICAN INTERNATIONAL GROUP, INC.

Accession: 0001104659-26-110438

Filed: 2026-09-24

Period: 2026-09-24

CIK: 0000005272

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2625844d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2625844d1_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2625844d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2625844d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2625844d1_ex5-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of

earliest event reported): September 24, 2026

AMERICAN INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-8787

13-2592361

(State

or other jurisdiction

of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1271 Avenue of the Americas

New York, New York 10020

(Address of principal executive offices)

Registrant’s

telephone number, including area code: (212)

770-7000

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2. below):

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to

Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to

Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name

of each exchange on which registered

Common Stock, Par Value $2.50 Per Share

AIG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ¨

Section 8 – Other Events

Item 8.01. Other Events.

On September 24, 2026, American International

Group, Inc. (“AIG”) closed the sale of €625,000,000 aggregate principal amount of its 4.250% Notes Due 2031 (the

“2031 Notes”) and €500,000,000 aggregate principal amount of its 4.750% Notes Due 2036 (the “2036 Notes”

and, together with the 2031 Notes, the “Notes”).

The following documents relating to the sale of

the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:

• Underwriting Agreement, dated September 15, 2026, between AIG and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc,

BNP PARIBAS and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule I thereto, relating

to the Notes;

• Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating

to the 2031 Notes;

• Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating

to the 2036 Notes;

• Form of the 2031 Notes;

• Form of the 2036 Notes; and

• Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1

Underwriting Agreement, dated September 15, 2026, between AIG and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP PARIBAS and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule I thereto, relating to the Notes

4.1

Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2031 Notes

4.2

Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2036 Notes

4.3

Form of the 2031 Notes (included in Exhibit 4.1)

4.4

Form of the 2036 Notes (included in Exhibit 4.2)

5.1

Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes

23.1

Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit No.

Description

1.1

4.1

Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2031 Notes

4.2

Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2036 Notes

4.3

Form of the 2031 Notes (included in Exhibit 4.1)

4.4

Form of the 2036 Notes (included in Exhibit 4.2)

5.1

Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes

23.1

Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

AMERICAN INTERNATIONAL GROUP, INC.

(Registrant)

Date: September 24, 2026

By:

/s/ Christopher Arana

Name:

Christopher Arana

Title:

Deputy Corporate Secretary

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2625844d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

AMERICAN INTERNATIONAL GROUP, INC.

€625,000,000 4.250% Notes Due 2031

€500,000,000 4.750% Notes Due 2036

Underwriting Agreement

September 15, 2026

Deutsche Bank AG, London Branch

J.P. Morgan Securities plc

BNP PARIBAS

Citigroup Global Markets Limited

As representatives of the several Underwriters

named in Schedule I hereto.

c/o Deutsche Bank AG, London Branch

21 Moorfields

London EC2Y 9DB

United Kingdom

c/o J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

c/o BNP PARIBAS

16, boulevard des Italiens

75009 Paris

France

c/o Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Ladies and Gentlemen:

American International Group, Inc.,

a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement

(the “Agreement”), to issue and sell to the firms named in Schedule I hereto (the “Underwriters”),

for whom you are acting as Representatives (the “Representatives”), €625,000,000 aggregate principal amount of

its 4.250% Notes Due 2031 (the “2031 Notes”) and €500,000,000 aggregate principal amount of its 4.750% Notes Due

2036 (the “2036 Notes” and, together with the 2031 Notes, the “Securities”). The Securities will

be issued pursuant to the Indenture, dated as of October 12, 2006, as supplemented by the Fourth Supplemental Indenture, dated as

of April 18, 2007, and the Eighth Supplemental Indenture, dated as of December 3, 2010 (as so supplemented, the “Base

Indenture”), and as further supplemented by the Forty-Eighth Supplemental Indenture to be dated as of September 24, 2026

and the Forty-Ninth Supplemental Indenture to be dated as of September 24, 2026 (each, a “Supplemental Indenture”

and, together with the Base Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon,

as Trustee (the “Trustee”).

Each of the 2031 Notes and

the 2036 Notes will be issued in the form of a permanent global security (the “Global Securities”) registered in the

name of a nominee of a common safekeeper (the “CSK”) located outside the United States for Clearstream Banking, société

anonyme (“Clearstream”), or Euroclear Bank société anonyme/naamloze vennootschap, as operator of the

Euroclear System (“Euroclear”). The Global Securities will be issued under the New Safekeeping Structure and are intended

to be held in a manner that would allow eligibility as collateral for Eurosystem intra-day credit and monetary policy operations. In connection

with the issuance of the Securities, the Company will enter into an international central securities depositaries agreement, to be dated

on or around the Time of Delivery (as defined below) with Euroclear and Clearstream (the “Issuer-ICSD Agreement”).

1.             The

Company represents and warrants to, and agrees with, each of the Underwriters that:

(a)             An

automatic shelf registration statement as defined in Rule 405 under the Securities Act of 1933, as amended, (together with the rules and

regulations of the Securities and Exchange Commission promulgated thereunder, the “Act”), on Form S-3 (Registration

No. 333-277075) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”)

not earlier than three years prior to the date hereof; pursuant to the Act, such registration statement and any post-effective amendment

thereto became effective upon filing; and no stop order suspending the effectiveness of such registration statement has been issued and

no proceeding for that purpose has been initiated or, to the knowledge of the executive officers of the Company, threatened by the Commission

and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant

to Rule 401(g)(2) under the Act has been received by the Company (the basic prospectus relating to the senior debt securities

filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to

the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including the

Basic Prospectus as supplemented by any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant

to Rule 424(b) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary

Prospectus”; the various parts of such registration statement, as amended by such post-effective amendment, including all exhibits

thereto and the documents incorporated by reference in the Basic Prospectus at the time such part of the registration statement became

effective but excluding any Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust

Indenture Act”), and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed

by virtue of Rule 430A or Rule 430B under the Act to be part of such registration statement, each as amended at the time such

part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”;

the Basic Prospectus as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof),

is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with

the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called

the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus

or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3

under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary

Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus

supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed

under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the

“Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus

or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include

any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date

of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus”

as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);

(b)             No

order preventing or suspending the use of any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus has been issued

by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements

of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and did not contain an untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were 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 an Underwriter

through the Representatives expressly for use therein;

the purposes of this Agreement, the “Applicable Time” is 12:25 p.m. (Eastern Time) on the date of this Agreement;

the Pricing Prospectus, as supplemented by the information contained in the final term sheet prepared and filed pursuant to Section 5(a) hereof

and those other Issuer Free Writing Prospectuses, if any, listed on Schedule II(a) hereto, taken together (collectively,

the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact

or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they

were made, not misleading; each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the

information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; and each such Issuer Free Writing Prospectus

listed on Schedule II(a) hereto, in each case as supplemented by and taken together with the Pricing Disclosure Package as

of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,

that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information

furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(d)             The

documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission,

as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, 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 were made, not misleading; and any further documents so filed and incorporated by reference

in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material

respects to the requirements of the Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact

or, in the case of an Annual Report on Form 10-K, omit to state a material fact required to be stated therein or necessary to make

the statements therein not misleading or, in the case of any other document filed under the Exchange Act, omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were 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 an Underwriter through the Representatives expressly for use therein;

(e)             The

Registration Statement conforms and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus

will conform, in all material respects to the requirements of the Act and the Trust Indenture Act, and the applicable rules and regulations

of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment

thereto and as of its date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact

or, in the case of the Registration Statement and any amendment thereto, omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading or, in the case of the Prospectus or any amendment or supplement thereto, omit

to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading; provided, however, that this representation and warranty shall not apply to (i) any Statement of Eligibility

(Form T-1) of the Trustee under the Trust Indenture Act filed as an exhibit to the Registration Statement or (ii) any statements

or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the

Representatives expressly for use in the Prospectus or any amendment or supplement thereto;

(f)             The

Company will not take, directly or indirectly, any action that is designed to cause or result in, or that might reasonably be expected

to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company

to facilitate the sale of the Securities; provided that the Company shall not be responsible as to any action taken or to be taken by

the Underwriters;

(g)             The

Company and each of its Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) have been duly incorporated

or organized and are validly existing corporations or other entities in good standing under the laws of their respective jurisdiction

of incorporation or organization and have full power and authority to own their respective properties and to conduct their respective

businesses as described in the Prospectus, except, in the case of any Significant Subsidiary, where the failure to be so duly incorporated

or organized, validly existing, in good standing or have such power or authority would not, individually or in the aggregate, have a Material

Adverse Effect (as defined in Section 1(k) below);

(h)             Since

the date of the latest audited financial statements incorporated by reference in the Prospectus as amended or supplemented there has not

been (i) any material change in the capital stock (other than as occasioned by the Company’s common stock, par value $2.50

per share (the “Common Stock”), having been issued pursuant to the Company’s employee stock option plans and

equity incentive plans, upon conversion, exchange or exercise of other convertible or exchangeable securities or obligations of the Company

or other securities or obligations of the Company that may be settled in Common Stock and are outstanding as of the date of this Agreement

or upon repurchases of Common Stock by the Company pursuant to any publicly announced Common Stock repurchase program), or (ii) any

material adverse change in or affecting the business, financial position, shareholders’ equity or results of operations of the Company

and its consolidated subsidiaries considered as an entirety, in each case, otherwise than as set forth or contemplated in such Prospectus

as amended or supplemented prior to the Applicable Time (any such change described in clause (ii) is referred to as a “Material

Adverse Change”);

(i)             This

Agreement has been duly authorized, executed and delivered by the Company;

(j)             The

Securities have been duly authorized and, when issued, delivered and effectuated pursuant to this Agreement, the Securities will have

been duly executed, authenticated, issued, delivered and effectuated and will constitute valid and legally binding obligations of the

Company enforceable against the Company in accordance with their terms, and entitled to the benefits provided by the Indenture, subject,

in each case, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating

to or affecting creditors’ rights and to general equity principles; the Base Indenture has been duly authorized, executed and delivered

by the Company and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Company

enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

the Supplemental Indentures have been duly authorized by the Company and, when executed and delivered by the Company and the Trustee,

will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject

to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting

creditors’ rights and to general equity principles; and the Indenture conforms, and the Securities will conform, in all material

respects to the descriptions thereof contained in the Pricing Disclosure Package and in the Prospectus;

(k)             The

issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this

Agreement, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach of any

of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material

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, or result in any violation of any statute or any order, rule or regulation of any court or other governmental

agency or body having jurisdiction over the Company or any of its properties, except, in each case, for such breaches, conflicts, 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”) or affect

the validity of the Securities, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation

or the By-Laws of the Company; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental

agency or body is required by the Company for the issue and sale of the Securities or the consummation by the Company of the transactions

contemplated by this Agreement or the Indenture, except for such consents, approvals, authorizations, orders, registrations or qualifications

that the failure to obtain or make would not have a Material Adverse Effect or affect the validity of the Securities, and such consents,

approvals, authorizations, orders, registrations or qualifications as have been obtained under the Act or the Trust Indenture Act and

such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky

laws (including insurance laws of any state relating to offers and sales of securities in such state) in connection with the purchase

and distribution of the Securities by the Underwriters as contemplated hereby;

(l)             The

consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in or incorporated

by reference in any Preliminary Prospectus, the Prospectus and the Registration Statement present fairly, in all material respects, the

financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form,

in all material respects, with the applicable accounting requirements of the Act and the Exchange Act and have been prepared in conformity

with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (except for any normal

year-end adjustments, the adoption of new accounting principles, and as otherwise noted therein) and the interactive data in eXtensible

Business Reporting Language included or incorporated by reference in any Preliminary Prospectus, the Prospectus and the Registration Statement

fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with

the Commission’s rules and guidelines applicable thereto;

(m)             The

Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the

Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive

officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Except as otherwise noted in the Registration Statement, any Preliminary Prospectus and the Prospectus, as of the end of the period covered

by the Company’s most recent annual report filed with the Commission on Form 10-K, the Company’s internal control over

financial reporting was effective and the Company was not aware of any material weaknesses in its internal control over financial reporting;

(n)             Except

as otherwise noted in the Registration Statement, any Preliminary Prospectus and the Prospectus, since the date of the latest audited

financial statements included or incorporated by reference in the Prospectus as amended or supplemented, there had been no change in the

Company’s internal control over financial reporting that had materially affected, or was reasonably likely to materially affect,

the Company’s internal control over financial reporting, as of the end of the period covered by the Company’s most recent

periodic report filed with the Commission on Form 10-K or Form 10-Q;

(o)             The

Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under

the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to

ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive

officer and principal financial officer by others within those entities; such disclosure controls and procedures were effective as of

the end of the period covered by the Company’s most recent periodic report filed with the Commission on Form 10-K or Form 10-Q,

except as otherwise noted in the Registration Statement, any Preliminary Prospectus and the Prospectus;

(p)             PricewaterhouseCoopers

LLP (the “Company Auditors”), who has audited the annual financial statements and schedules of the Company and its

consolidated subsidiaries and delivered its report with respect to the audited financial statements and schedules included or incorporated

by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, is an independent registered public accounting

firm with respect to the Company within the meaning of the Act and the Exchange Act;

(q)             (i) Neither

the Company nor any of its majority-owned subsidiaries (collectively, the “Entity”) nor any director or officer of

the Entity is an individual or entity (“Person”) that is, or is 50% or more owned by or controlled by, or is acting

on behalf of, a Person that is currently the target of any sanctions administered or enforced by the U.S. government (including, without

limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department

of State and including, without limitation, the designation as a “specially designated national” or “blocked person”),

the United Nations Security Council (“UNSC”), the European Union and its member states, the United Kingdom, or other

relevant sanctions authority with jurisdiction over the Company (collectively, “Sanctions”), including as a result

of being (A) named on any list of Persons targeted for Sanctions or (B) located, organized or resident in a country or territory

that is the target of comprehensive Sanctions, which, as of the date hereof, includes Cuba, Iran, North Korea and the regions of

Ukraine consisting of Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the non-government

controlled areas of Kherson and Zaporizhzhia (each, a “Sanctioned Territory”) (any such Person, a “Sanctioned

Person”); (ii) the Company represents and covenants that the Entity will not, directly or indirectly, use any proceeds

of the offering contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner

or other Person: (A) to fund or facilitate any activities or business of or with a Sanctioned Person or in a Sanctioned Territory

or (B) in any manner that will result in a violation of Sanctions by any Person participating in the offering contemplated hereby,

whether as underwriter, advisor, investor or otherwise; and (iii) the Company represents and covenants that the Entity will not permit

any Sanctioned Person to have any direct or indirect interest in or connection to any funds repaid or remitted by the Company in connection

with this Agreement that would result in a violation of Sanctions by any Person participating in the offering contemplated hereby;

(r)             Each

of the representations in Section 1(q) above shall not apply and shall not be sought by or made to any Underwriter if and to

the extent that it is or would be unenforceable by reason of breach of, or would result in a violation of, or conflict with: (i) Council

Regulation (EC) No. 2271/96, as amended from time to time (the “EU Blocking Regulation”), or any law or regulation

implementing the EU Blocking Regulation in any member state of the European Union; (ii) Council Regulation (EC) 2271/96, as it forms

part of domestic law of the United Kingdom by virtue of the European Union Withdrawal Act 2018, as amended from time to time (the “UK

Blocking Regulation”), or any law or regulation implementing the UK Blocking Regulation in the United Kingdom; or (iii) with

regard to Deutsche Bank AG, London Branch, Section 7 of the German Foreign Trade and Payments Ordinance (Verordnung zur Durchführung

des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV));

(s)             Since

September 15, 2021, to the knowledge of the Company, the Company, its wholly owned subsidiaries, employees, directors, executive

officers and any agent acting on the Company’s or its wholly owned subsidiaries’ behalf, have not corruptly paid, offered

or promised to pay, or authorized payment of any monies or a thing of value, directly or indirectly, to any government official (including

employees of government-owned or -controlled entities or of a public international organization, or any person acting in an official capacity

for or on behalf of any of the foregoing) or any political party or party official or candidate for political office (collectively, “Proscribed

Recipients”) for the purpose of obtaining or retaining business, or directing business to any Person, by (i) influencing

any official act or decision of such Proscribed Recipient, (ii) inducing such Proscribed Recipient to do or omit to do any act in

violation of the lawful duty of such Proscribed Recipient, or to use his, her or its influence with a governmental authority to affect

or influence any act or decision of such governmental authority or (iii) taking any action, directly or indirectly, that would result

in a violation or a sanction for a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act

2010, each as may be amended, or any other applicable anti-corruption laws; and the Company and its wholly owned subsidiaries will maintain

policies and procedures reasonably designed to promote and achieve compliance with such laws;

(t)             (i) The

Company has implemented a Global Anti-Money Laundering Policy, and to the knowledge of the Company, the operations of the Company and

its wholly owned subsidiaries are in material compliance with (A) the applicable financial recordkeeping and reporting requirements

of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept

and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and (B) any applicable anti-money laundering statutes and the applicable rules and

regulations issued thereunder (including the related applicable financial recordkeeping and reporting requirements therein), and any related

or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the

“Anti-Money Laundering Laws”); and (ii) to the knowledge of the Company, no action, suit or proceeding by or before

any court or governmental agency, authority or body or any arbitrator, involving the Company or any of its wholly owned subsidiaries,

with respect to the Anti-Money Laundering Laws, is pending or has been threatened;

(u)             The

Company and its Significant Subsidiaries possess all licenses, certificates, permits and other authorizations, as applicable, issued by,

and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities

that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described

in the Registration Statement, any Preliminary Prospectus and the Prospectus, except where the failure to possess or make the same would

not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement, any Preliminary

Prospectus and the Prospectus, neither the Company nor any of its Significant Subsidiaries has received notice of the revocation or modification

of any such license, certificate, permit or authorization, as applicable, or has any reason to believe that any such license, certificate,

permit or authorization, as applicable, will not be renewed in the ordinary course, in each case, except where the failure to possess

the same or the modification to the same would not, individually or in the aggregate, have a Material Adverse Effect;

(v)             Neither

the Company nor any of its Significant Subsidiaries is in violation of or default under: (i) any provision of its respective organizational

documents; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,

obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute,

law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative

agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties,

as applicable, except, in the case of clauses (ii) and (iii) only, to the extent it would not have a Material Adverse Effect;

(w)             There

is no action, suit or proceeding pending, or to the knowledge of the executive officers of the Company, threatened against the Company

or any of its subsidiaries, which (i) has, or may reasonably be expected in the future to have, a Material Adverse Effect, except

as set forth or contemplated in the Registration Statement, any Preliminary Prospectus or the Prospectus, or (ii) is required to

be described in the Registration Statement, any Preliminary Prospectus or the Prospectus and is not so described; and there are no contracts

or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the

Registration Statement that are not described or filed as required;

(x)             The

Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds as described in

the Prospectus, would not be required to be registered as an “investment company” as defined in the Investment Company Act

of 1940, as amended; and

(y)             (i) (A) At

the time of filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying

with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant

to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting

on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities

in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in

Rule 405 under the Act; and (ii) at the earliest time after the filing of the Registration Statement that the Company or another

offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company

was not an “ineligible issuer” as defined in Rule 405 under the Act.

2.             Subject

to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters

agrees, severally and not jointly, to purchase from the Company, (i) at a purchase price of 99.310% of the principal amount of 2031

Notes and (ii) at a purchase price of 99.347% of the principal amount of 2036 Notes, the principal amount of Securities set forth

opposite the name of such Underwriter in Schedule I hereto.

3.             Upon

the authorization by the Representatives of the release of such Securities, the several Underwriters propose to offer such Securities

for sale upon the terms and conditions set forth in the Prospectus.

4.             The

Securities to be purchased by each Underwriter hereunder will be represented by the Global Securities in book-entry form. On behalf of

the Underwriters, the Settlement Lead Manager (as defined below) or such other representative as the Underwriters may agree to settle

the Securities (the “Settlement Bank”) shall coordinate with the Company to ensure settlement of the Securities at

9:30 a.m., London time, on September 24, 2026 or such other time and date as the Representatives and the Company may agree upon in

writing. Such time and date are herein called the “Time of Delivery”. The Settlement Bank acknowledges that each Global

Security will initially be credited free of payment to an account (the “Commissionaire Account”) indicated by and for

the benefit of the Settlement Bank, the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’),

with the Company as the third-party beneficiary, and which provide that such Securities are to be delivered to the Settlement Bank only

against payment of the net subscription monies for such Securities (i.e., less the commissions and expenses to be deducted from

the subscription monies) hereof into the Commissionaire Account by the Settlement Bank on a delivery against payment basis. The Underwriters

acknowledge that (i) each Global Security shall be held to the order of the Company as set out above and (ii) the net subscription

monies for the Securities (i.e., less the commissions and expenses deducted from the subscription monies) received in the Commissionaire

Account from the Settlement Bank will be held on behalf of the Company until such time as they are transferred to the Company’s

order. The Settlement Bank undertakes that the net subscription monies for the Securities (i.e., less the commissions and expenses

deducted from the subscription monies) in the Commissionaire Account will be transferred to the Company’s order promptly following

receipt of such funds in the Commissionaire Account (and for the avoidance of doubt, no later than the Time of Delivery). The Company

acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to

the Belgian Civil Code, in the case of Euroclear and the Luxembourg Civil Code, in the case of Clearstream, in each case in respect of

the Commissionaire Account.

The documents to be delivered

at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Securities,

will be delivered via electronic exchange, and the Securities will be credited to the account of the Representatives, all at the Time

of Delivery. The final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the

parties hereto on the New York Business Day next preceding the Time of Delivery. For the purposes of this Section 4, “New

York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions

in New York City are generally authorized or obligated by law or executive order to close.

5.             The

Company covenants and agrees with each of the Underwriters:

(a)             To

prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the

Act not later than the Commission’s close of business on the second business day following the date of this Agreement; to make no

further amendment or supplement (other than (i) an amendment or supplement as a result of filings by the Company under the Exchange

Act, (ii) filings not related to the Securities, and (iii) the filing of prospectuses, preliminary prospectuses, preliminary

prospectus supplements, issuer free-writing prospectuses and other documents pursuant to Rule 424(b) or Rule 433 under

the Act) to the Registration Statement or the Prospectus prior to the Time of Delivery which shall be disapproved by the Representatives

promptly after reasonable notice thereof; not to take any action that would result in an Underwriter or the Company being required to

file with the Commission pursuant to Rule 433(d) under the Act an Issuer Free Writing Prospectus prepared by or on behalf of

the Underwriter that the Underwriter otherwise would not have been required to file thereunder; between the signing of this Agreement

and the Time of Delivery, to give reasonably practicable advance notice to the Representatives of any filings by the Company under the

Exchange Act that are incorporated by reference into the Prospectus and any filings by the Company under Item 2.02 or 7.01 of Current

Report on Form 8-K; between the signing of this Agreement and the Time of Delivery, to advise the Representatives promptly after

it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment

or supplement to the Prospectus has been filed (other than an amendment or supplement as a result of filings by the Company under the

Exchange Act and other than the filing of prospectuses, preliminary prospectuses, preliminary prospectus supplements, issuer free-writing

prospectuses and other documents pursuant to Rule 424(b) or Rule 433 under the Act), and to furnish the Representatives

with copies thereof; to prepare a final term sheet, containing a description of the Securities, substantially in the form set forth in

Exhibit A to Schedule II hereto and to file such term sheet pursuant to Rule 433(d) under the Act within the time

required by such Rule; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under

the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the

Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for

so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required

in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after it

receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement

to the Prospectus or any amended Prospectus has been filed with, or transmitted for filing to, the Commission (other than (i) an

amendment or supplement as a result of filings by the Company under the Exchange Act; (ii) any filings not related to the Securities;

or (iii) the filing of prospectuses, preliminary prospectuses, preliminary prospectus supplements, issuer free-writing prospectuses

and other documents pursuant to Rule 424(b) or Rule 433 under the Act), of the issuance by the Commission of any stop order

or of any order preventing or suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the

Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto

pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Securities for offering or sale in any

jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amendment

or supplement of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such

stop order or of any such order preventing or suspending the use of any such prospectus relating to the Securities or suspending any such

qualification, to use promptly its best efforts to obtain its withdrawal;

(b)             Promptly

from time to time to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under

the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the

continuance of sales and dealings therein for as long as may be necessary to complete the distribution of the Securities; provided,

however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general

consent to service of process in any jurisdiction;

time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as

the Representatives may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under

the Act) is required at any time prior to the expiration of nine months after the time of issuance of the Prospectus in connection with

the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended

or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice

referred to in Rule 173(a) under the Act) is delivered, not misleading, or if for any other reason it shall be necessary during

such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the

Prospectus in order to comply with the Act, to notify the Representatives and upon their request to file such document and to prepare

and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to

time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect

such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under

the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus,

upon the request of the Representatives but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written

and electronic copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of

the Act;

(d)             To

make generally available in accordance with Rule 158 under the Act to its security holders as soon as practicable, but in any event

not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act),

an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act

(including, at the option of the Company, Rule 158 under the Act);

(e)             Except

as provided hereunder, during the period beginning from the date hereof and continuing to and including the earlier of (i) the termination

of the trading restrictions for the Securities, as notified to the Company by the Representatives, and (ii) the Time of Delivery

for the Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company that mature more than

one year after such Time of Delivery and that are pari passu with, and otherwise substantially similar to, the Securities, without the

prior written consent of the Representatives, provided, however, that the restriction imposed by this Section 5(e) shall

not apply to (i) an issue of debt securities denominated in a currency other than the euro, (ii) an issue of debt securities

of which at least 90% (based on gross offering proceeds) is offered and sold inside the United States, or (iii) guarantees by the

Company of debt securities of its subsidiaries;

(f)             The

Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under

the Act and otherwise in accordance with Rules 456(b) and 457(r) under the Act; and

(g)             If

the third anniversary of the initial effective date of the Registration Statement occurs before all the Securities have been sold by the

Underwriters, prior to the third anniversary to file a new shelf registration statement and to take any other action necessary to permit

the public offering of the Securities to continue as contemplated in the expired registration statement relating to the Securities; references

herein to the Registration Statement shall include the new registration statement declared effective by the Commission.

(h)             The

Company will make or cause to be made an application to the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”)

for the Securities to be admitted to the Official List and to trading on the Global Exchange Market of Euronext Dublin and will use commercially

reasonable efforts to have the Securities listed or admitted to trading on the Global Exchange Market of Euronext Dublin. If the Securities

are so listed, the Company shall not, however, be obligated maintain such a listing.

6.             (a)           The

Company and each Underwriter agree that the Underwriters may prepare and use one or more preliminary term sheets relating to the Securities

containing only customary information.

(b)             Each

Underwriter represents to the Company that it has not and will not use, authorize use of, refer to, or participate in the planning for

use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) any

written communication permitted by subparagraph (a) above, (ii) the final term sheet prepared and filed pursuant to Section 5(a) hereof,

(iii) any Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus listed on Schedule II(a) hereto,

or (iv) any written communication prepared by such Underwriter and approved in writing by the Company in advance.

Company represents to the Underwriters that it has not and will not use, authorize use of, refer to, or participate in the planning for

use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) any

written communication permitted under subparagraph (a) above, (ii) any road show presentation prepared with the assistance of

the Representatives, (iii) the final term sheet prepared and filed pursuant to Section 5(a) hereof, (iv) a press release

or other announcement relating to the Securities that complies with Rule 134 or Rule 135 under the Act and that the Company

issues after giving notice to the Representatives of its intent to issue a press release, (v) any Preliminary Prospectus, the Prospectus

and any Issuer Free Writing Prospectus listed on Schedule II(a) hereto, or (vi) any written communication approved by

the Representatives in advance in writing.

(d)             Any

such free writing prospectus the use of which has been consented to by the Company or the Representatives, as the case may be (including

the final term sheet prepared and filed pursuant to Section 5(a) hereof), other than any road show, is listed on Schedule

II(a) hereto.

(e)             The

Company represents and agrees with each Underwriter that it has complied and will comply with the requirements of Rule 433 under

the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission where required, legending and record

keeping.

(f)             The

Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result

of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus

or the Prospectus, or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make

the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will, if the Underwriters are then

required to deliver a prospectus under the Act in respect of the sales of Securities (or in lieu thereof, the notice referred to in Rule 173(a) under

the Act), give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without

charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission;

provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free

Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through

the Representatives expressly for use therein.

7.             (a) The

Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (a) the fees,

disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under

the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus,

any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Prospectus and the Prospectus and all other amendments and

supplements thereto and the mailing and delivering of copies thereof to the Underwriters; (b) the cost of printing, word-processing

or reproducing this Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the

offering, purchase, sale and delivery of the Securities; (c) all expenses in connection with the qualification of the Securities

for offering and sale under state securities laws as provided in Section 5(b) hereof, including fees and disbursements of the

Underwriters’ counsel in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (d) any

fees charged by security rating services for rating the Securities; (e) any filing fees incidental to any required review and clearance

by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (f) the cost of preparing the Securities;

(g) any fees and expenses incidental to listing the Securities on Euronext Dublin; (h) the fees and expenses of any trustee,

any agent of any trustee, any paying agent and any agent of any paying agent, and the fees and disbursements of counsel for any of the

foregoing in connection with any Indenture and the Securities; (i) all costs and expenses related to the transfer and delivery of

the Securities to the Underwriters, including any transfer or other taxes payable in connection with such delivery, up to an amount as

separately agreed; (j) the costs and expenses of the Company relating to investor presentations on any road show undertaken in connection

with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination

of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses (including travel

and lodging expenses) of any consultants engaged in connection with any road show presentations with the prior approval of the Company,

travel and lodging expenses of the representatives and officers of the Company, and the cost of any aircraft chartered in connection with

any road show, up to an amount separately agreed; and (k) all other costs and expenses incidental to the performance of the Company’s

obligations hereunder and under the Indenture which are not otherwise specifically provided for in this Section 7, but the Company

shall not in any event be liable to any of the Underwriters for damages on account of loss of anticipated profits from the sale by them

of the Securities. It is understood that, except as provided in this Section 7, Section 9 and Section 13 hereof, the Underwriters

will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by

them and any advertising expenses connected with any offers they may make.

(b) Each Underwriter agrees to pay the portion

of the expenses of the Underwriters that are not borne by the Company pursuant to Section 7(a) above, represented by such Underwriter’s

pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule

I bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with

respect to each Underwriter, the “Pro Rata Expenses”). Each Underwriter hereby agrees that the Settlement Lead Manager

(as defined below) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment

of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following

the Time of Delivery.

8.             The

obligations of the Underwriters shall be subject, in the discretion of the Representatives, to the condition that all representations

and warranties and other statements of the Company herein shall be true and correct in all material respects, at and as of the Time of

Delivery, the condition that the Company shall have performed, in all material respects, all of its obligations hereunder theretofore

to be performed and the following additional conditions:

(a)             No

stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for

that purpose shall have been initiated by the Commission or, to the knowledge of the executive officers of the Company, shall be threatened

or contemplated by the Commission; no notice of objection of the Commission to the use of the form of the Registration Statement or any

post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company; the Prospectus

and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of an Issuer Free

Writing Prospectus to the extent required by Rule 433 under the Act); and all requests for additional information on the part of

the Commission shall have been complied with to the reasonable satisfaction of the Representatives;

(b)             Cleary

Gottlieb Steen & Hamilton LLP, counsel to the Underwriters, shall have furnished to the Representatives such opinion and letter,

each dated the Time of Delivery, with respect to the Indenture, the validity of the Securities, the Registration Statement, the Pricing

Disclosure Package, the Prospectus, and other related matters as the Representatives may reasonably request, and the Company shall have

furnished to such counsel such documents as they reasonably request to enable them to pass upon such matters;

Cromwell LLP, counsel for the Company, shall have furnished to the Representatives their opinion or opinions, dated the Time of Delivery,

to the effect set forth in Schedule III hereto;

(d)             Eric

S. Lefkowitz, an Associate General Counsel and Assistant Secretary of the Company, or any other person holding the title of General Counsel

or Associate General Counsel of the Company, or other counsel satisfactory to the Representatives in their reasonable judgment, shall

have furnished to the Representatives his opinion, dated the Time of Delivery, to the effect set forth in Schedule IV hereto;

(e)             On

the date of the Prospectus and at the Time of Delivery, the Company Auditors shall have furnished a letter to the Representatives, dated

the respective dates of delivery thereof, in a form agreed to by the Company and the Representatives on or prior to the date hereof, and

with respect to such letter dated such Time of Delivery, as to such other matters as the Representatives may reasonably request and in

form and substance satisfactory to the Representatives;

(f)             Since

the respective dates as of which information is given in the Pricing Disclosure Package (excluding any amendment or supplement thereto)

and prior to the Time of Delivery, there shall not have been any Material Adverse Change or any development involving a prospective Material

Adverse Change which, in the judgment of the Representatives, materially impairs the investment quality of the Securities, otherwise than

as set forth or contemplated in the Pricing Disclosure Package or the Prospectus (excluding any amendment or supplement thereto);

(g)             The

Company shall have furnished or caused to be furnished to the Representatives a certificate of (i) one of the Chief Executive Officer,

the President, any Vice Chairman, any Executive or Senior Vice President, any Vice President or Treasurer and (ii) a principal financial

or accounting officer of the Company, dated the Time of Delivery, in which such officers, to the best of their knowledge after reasonable

investigation, shall state that (w) the representations and warranties of the Company in this Agreement are true and correct, in

all material respects, as of the Time of Delivery, (x) the Company has complied with all agreements and satisfied all conditions

on its part to be performed or satisfied, in all material respects, at or prior to the Time of Delivery, (y) no stop order suspending

the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened

by the Commission, and (z) since the respective dates as of which information is given in the Pricing Disclosure Package, (A) there

has not been any Material Adverse Change, otherwise than as set forth or contemplated in the Pricing Disclosure Package or the Prospectus

as amended or supplemented in accordance with Section 5(a) hereof and (B) none of the events set forth in clause (vi) of

Section 8(h) below has occurred;

(h)             On

or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading

in securities generally on the New York Stock Exchange if the effect of any such event, in the reasonable judgment of the Representatives,

is to make it impracticable or inadvisable to proceed with the purchase by the Underwriters of the Securities from the Company; (ii) any

suspension of trading imposed by a regulatory agency or similar body on any securities of the Company on any United States securities

exchange or in any United States over-the-counter market; (iii) a material disruption in securities settlement, payment or clearance

services in The City of New York or with respect to Clearstream or Euroclear systems in Europe; (iv) a general moratorium on commercial

banking activities in New York declared by either Federal or New York State authorities; (v) (A) the outbreak or escalation

of hostilities involving the United States or the declaration by the United States of a national emergency or war, other than any such

outbreak, escalation or declaration arising out of or relating to the U.S. war on terrorism that does not represent a significant departure

from the conditions that exist at the date hereof, or (B) any other calamity or crisis if the effect of any such event set forth

in this subclause (v) in the reasonable judgment of the Representatives is to make it impracticable or inadvisable to proceed with

the public offering or the delivery of the Securities on the terms and in the manner contemplated by the Pricing Disclosure Package or

the Prospectus as amended or supplemented in accordance with Section 5(a) hereof; or (vi) any downgrading, or any written

notice of any intended downgrading or of any possible change that does not indicate the direction of the possible change, in each case

in the rating accorded the Company’s senior debt securities by Moody’s Investors Service, Inc., a subsidiary of Moody’s

Corporation, Standard & Poor’s Financial Services LLC or Fitch Ratings, Ltd., a division of Fitch, Inc., if the

effect of any such event in the reasonable judgment of the Representatives is to make it impracticable or inadvisable to proceed with

the public offering or the delivery of the Securities on the terms and in the manner contemplated by the Pricing Disclosure Package or

the Prospectus as amended or supplemented in accordance with Section 5(a) hereof; and

(i)             At

the Time of Delivery, the Company shall have furnished to the Representatives (i) a duly executed copy of the Issuer-ICSD Agreement

substantially in the form attached hereto as Schedule V and (ii) a duly executed copy of the effectuation authorization substantially

in the form attached hereto as Schedule VI.

9.             (a)             The

Company will indemnify and hold harmless each Underwriter and each of the affiliates (as defined in Rule 405 under the Act) of the

Underwriters against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such affiliate, as the

case may be, may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities

(or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material

fact contained in the Registration Statement or the omission or alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a

material fact contained in the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, the Pricing Disclosure

Package (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus, or any omission or alleged omission to state

therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading, and will reimburse such Underwriter or such affiliate, as the case may be, for any legal or other expenses reasonably incurred

by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however,

that the Company will 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 the Registration Statement, the Basic

Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, the Pricing Disclosure Package or any amendment or supplement

thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by

such Underwriter expressly for use therein.

(b)             Each

Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities

to which the Company may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities

(or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material

fact contained in the Registration Statement or the omission or alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a

material fact contained in the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, the Pricing Disclosure

Package or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission

or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein,

in light of the circumstances under which they were made, 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 the Registration Statement, the Basic Prospectus,

any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, the Pricing Disclosure Package or any amendment or supplement thereto,

or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter

through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred

by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified

party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying

party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party

from any liability which it may have to any indemnified party otherwise than under such subsection, except to the extent that it has been

prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies the indemnifying party of

the commencement thereof, the indemnifying party will 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 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, the indemnifying party will not be liable to such indemnified

party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such

indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not

be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a

final judgment for the plaintiff that is not subject to further appeal, the indemnifying party agrees to indemnify each indemnified party

from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent

of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or

could have been a party and indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes

an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does

not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)             If

the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under

subsection (a) or (b) above 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 benefits

received by the Company on the one hand and the Underwriters of the Securities on the other from the offering of the Securities to which

such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately

preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by

such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of

the Company on the one hand and the Underwriters of the Securities on the other 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 benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion

as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts

and commissions received by such Underwriters in respect thereof. The relative fault shall be determined by reference to, among other

things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact

required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the

Company on the one hand or by such Underwriters on the other and the parties’ relative intent, knowledge, access to information

and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and

equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters 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 above in this subsection (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 in this subsection (d) shall be deemed to include any legal or other expenses reasonably

incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions

of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at

which the applicable 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 Act) shall be

entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters

of Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect

to such Securities and not joint.

(e)             The

obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall

extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the

obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may

otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if

any, who controls the Company within the meaning of the Act.

10.             (a) The

Underwriters agree as between themselves that they will be bound by and will comply with the International Capital Market Association

Agreement Among Managers Version 1 / New York Law Schedule (the “Agreement Among Managers”) as amended in the manner

set out below. For purposes of the Agreement Among Managers, “Managers” means the Underwriters, “Lead Manager”

means the Representatives, “Settlement Lead Manager” means Deutsche Bank AG, London Branch, “Stabilizing Manager”

means Deutsche Bank AG, London Branch and “Subscription Agreement” means the Underwriting Agreement. Clause 3 of the

Agreement Among Managers shall be deleted in its entirety and replaced with Section ‎11 of this Agreement. Clause 7.1 of the

Agreement Among Managers shall not apply to the extent contrary to Section 7(b) of this Agreement.

(b)             The

Company confirms the appointment of the Stabilizing Manager as the central point responsible for adequate public disclosure of information,

and handling any request from a competent authority, in accordance with Article 6(5) of Commission Delegated Regulation (EU)

2016/1052 of March 8, 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and

stabilization measures. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot

and effect transactions with a view to supporting the market price of the purchased Securities at a level higher than that which might

otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting

from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing

Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake

any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the

aggregate principal amount of Securities to be purchased as specified in Schedule I hereto. Such stabilization, if commenced, may

be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.

11.           (a)             If

any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase, the Representatives may in

their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If

within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Securities,

then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory

to the Representatives to purchase such Securities on such terms. In the event that, within the prescribed period, the Representatives

notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it

has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery

for such Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the

Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments

or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 11 with like

effect as if such person had originally been a party to this Agreement with respect to such Securities.

(b)             If,

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives

and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased

does not exceed one-tenth of the aggregate principal amount of the Securities, then the Company shall have the right to require each non-defaulting

Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase under this Agreement relating to

such Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount

of Securities which such Underwriter agreed to purchase under this Agreement) of the Securities of such defaulting Underwriter or Underwriters

for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives

and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds

one tenth of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or if the Company shall not

exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting

Underwriter or Underwriters, then this Agreement relating to such Securities shall thereupon terminate, without liability on the part

of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided

in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting

Underwriter from liability for its default.

12.             The

respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and the several Underwriters,

as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, will remain in full force and

effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter or any controlling

person of any Underwriter, or the Company, or any officer or director or controlling person of the Company and will survive delivery of

and payment for the Securities.

13.             If

the sale of the Securities provided for herein is not consummated, or if this Agreement is terminated by the Underwriters, because any

condition to the obligations of the Underwriters set forth in Section 8 hereof is not satisfied (other than any termination pursuant

to clause (i), (iii), (iv) or (v) of Section 8(h) hereof), or because of any refusal, inability or failure on the

part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the

Underwriters, the Company will reimburse the Underwriters severally through the Representatives on demand for all out-of-pocket expenses

(including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with this Agreement

or the proposed purchase and sale of the Securities, but the Company shall then be under no further liability to any Underwriter with

respect to such Securities except as provided in Section 7 and Section 9 hereof.

14.             In

all dealings hereunder, the Representatives of the Underwriters of the Securities shall act on behalf of each of such Underwriters, and

the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made

or given by the Representatives.

15.             All

statements, requests, notices and advices hereunder shall be in writing, or orally if promptly confirmed in writing, and if to an Underwriter,

shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail to the Representatives at the

notice address set forth in Schedule I, and if to the Company shall be sufficient in all respects when delivered or sent by registered

mail to 1271 Avenue of the Americas, Floor 41, New York, New York 10020-1304, Facsimile Transmission No. (212) 770-3500, Attention:

General Counsel.

16.             This

Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company, and to the extent provided in Section 9

and Section 12 hereof, the officers and directors of the Company and any person who controls the Company or any Underwriter, and

their respective heirs, executors, administrators, personal representatives, successors and assigns, and no other person shall acquire

or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor

or assign by reason of such purchase.

17.             The

Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length

commercial transaction between the Company, on the one hand, and the several Underwriters, on the other; (b) in connection therewith

and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the

Company; (c) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering

contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the

Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; and (d) the

Company has consulted its own legal and financial advisors to the extent it deemed appropriate.

18.             EU

Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under

EU Delegated Directive 2017/593 (the “EU MiFID Product Governance Rules”) regarding the mutual responsibilities of

manufacturers under the EU MiFID Product Governance Rules:

(a)             each

of Deutsche Bank AG, London Branch and NATIXIS (each an “EU Manufacturer” and together the “EU Manufacturers”)

acknowledges that it understands the responsibilities conferred upon it under the EU MiFID Product Governance Rules relating to each

of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related

information set out in the Pricing Disclosure Package and the Prospectus in connection with the Securities; and

(b)             the

Company and each of the Underwriters that is not an EU Manufacturer note the application of the EU MiFID Product Governance Rules and

acknowledge the target market and distribution channels identified as applying to the Securities by the EU Manufacturer and the related

information set out in the Pricing Disclosure Package and the Prospectus in connection with the Securities.

19.             UK

Product Governance Rules. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and

Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers

under the UK MiFIR Product Governance Rules:

(a)             each

of Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP PARIBAS and Citigroup Global Markets Limited (each a “UK

Manufacturer” and together the “UK Manufacturers”) acknowledges that it understands the responsibilities

conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market

and the proposed distribution channels as applying to the Securities and the related information set out in the Pricing Disclosure Package

and the Prospectus in connection with the Securities; and

(b)             the

Company and each of the Underwriters that is not a UK Manufacturer note the application of the UK MiFIR Product Governance Rules and

acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related

information set out in the Pricing Disclosure Package and the Prospectus in connection with the Securities.

20.            (a)            Notwithstanding

and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any BRRD Party

(as defined below) and the Company, the Company acknowledges, accepts, and agrees to be bound by:

(i)             the

effect of the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below) in relation to any

BRRD Liability (as defined below) of any BRRD Party to the Company under this Agreement, that (without limitation) may include and result

in any of the following, or some combination thereof, (i) the reduction of all, or a portion, of the BRRD Liability or outstanding

amounts due thereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations

of the relevant BRRD Party or another person (and the issue to or conferral on the Company of such shares, securities or obligations);

(iii) the cancellation of the BRRD Liability; and (iv) the amendment or alteration of any interest, if applicable, thereon,

the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(ii)             the

variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of

Bail-in Powers by the Relevant Resolution Authority.

(b)             As

used in this Section 20, (i) “Bail-in Legislation” means in relation to a member state of the European Economic

Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement

as described in the EU Bail-in Legislation Schedule from time to time; (ii) “Bail-in Powers” means any Write-down and

Conversion Powers as defined in relation to the relevant Bail-in Legislation; (iii) “BRRD” means Directive 2014/59/EU

establishing a framework for the recovery and resolution of credit institutions and investment firms; (iv) “EU Bail-in Legislation

Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person)

from time to time at http://www.lma.eu.com/; (v) “BRRD Liability” means a liability in respect of which the relevant

Bail-in Powers in the relevant Bail-In Legislation may be exercised; (vi) “BRRD Party” means an institution or entity

subject to the Bail-in Legislation; and (vii) “Relevant Resolution Authority” means the resolution authority with the

ability to exercise any Bail-in Powers in relation to a BRRD Party.

and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any UK Bail-in

Party (as defined below) and the Company, the Company acknowledges, accepts, and agrees to be bound by:

(i)             the

effect of the exercise of UK Bail-in Powers (as defined below) by the relevant UK resolution authority in relation to any UK Bail-in Liability

(as defined below) of any UK Bail-in Party to the Company under this Agreement, that (without limitation) may include and result in any

of the following, or some combination thereof, (i) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding

amounts due thereon; (ii) the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other

obligations of the relevant UK Bail-in Party or another person (and the issue to or conferral on the Company of such shares, securities

or obligations); (iii) the cancellation of the UK Bail-in Liability; and (iv) the amendment or alteration of any interest, if

applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

and

(ii)             the

variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise

of UK Bail-in Powers by the relevant UK resolution authority.

(d)             As

used in this Section 20, (i) “UK Bail-in Legislation” means Part I of the United Kingdom Banking Act 2009 and

any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms

or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings);

(ii) “UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued

by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form

of a liability of such person or any contract or instrument under which liability arises, to convert all or part of that liability into

shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect

as if a right had been exercised under it or to suspend any obligation in respect of that liability; (iii) “UK Bail-in Liability”

means a liability in respect of which the UK Bail-in Powers may be exercised; and (iv) “UK Bail-in Party” means an institution

or entity subject to the UK Bail-in Legislation.

21.           (a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)             In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“U.S. Special Resolution

Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

22.             This

Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any

of them, with respect to the subject matter hereof.

23.           (a)            This

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

(b)             Each

party to this Agreement irrevocably agrees that any legal action or proceeding against it arising out of or in connection with this Agreement

or for recognition or enforcement of any judgment rendered against it in connection with this Agreement may be brought only in the United

States District Court for the Southern District of New York, and by execution and delivery of this Agreement, such party hereby irrevocably

accepts and submits to the jurisdiction of such courts in personam, generally and unconditionally with respect to any such action

or proceeding for itself and in respect of its property, assets and revenues. Each party hereby also irrevocably waives, to the fullest

extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding brought

in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.

Company and each Underwriter hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by

jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

24.             Time

shall be of the essence in this Agreement.

25.             This

Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be

an original, but all of such counterparts shall together constitute one and the same instrument.

26.             Counterparts

may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission

method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

If the foregoing is in accordance with your understanding,

please sign and return to us five counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute

a binding agreement between the Company and each of you in accordance with its terms.

Very truly yours,

AMERICAN INTERNATIONAL GROUP, INC.

/s/ Adam Burk

Name:

Adam Burk

Title:

Vice President, Global Treasurer

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof:

DEUTSCHE BANK AG, LONDON BRANCH

/s/ Josh Warren

Name:

Josh Warren

Title:

Managing Director

/s/ John Han

Name:

John Han

Title:

Managing Director and Co-Head of US DCM

J.P. MORGAN SECURITIES PLC

/s/ Robert Chambers

Name:

Robert Chambers

Title:

Managing Director

BNP PARIBAS

/s/ Simon Mayes

Name:

Simon Mayes

Title:

Managing Director

/s/ Amanda Asali

Name:

Amanda Asali

Title:

Managing Director

CITIGROUP GLOBAL MARKETS LIMITED

/s/ Paula Clarke

Name:

Paula Clarke

Title:

Director, Transaction Execution Group

[Signature Page to Underwriting Agreement]

SCHEDULE

Underwriter

Principal Amount of

2031 Notes to Be

Purchased

Principal Amount

of 2036 Notes to Be

Purchased

Deutsche Bank AG, London Branch

€ 134,375,000

€ 107,500,000

J.P. Morgan Securities plc

€ 134,375,000

€ 107,500,000

BNP PARIBAS

€ 118,750,000

€ 95,000,000

Citigroup Global Markets Limited

€ 118,750,000

€ 95,000,000

Barclays Bank PLC

€ 25,000,000

€ 20,000,000

HSBC Bank plc

€ 25,000,000

€ 20,000,000

Merrill Lynch International

€ 25,000,000

€ 20,000,000

NATIXIS

€ 12,500,000

€ 10,000,000

Standard Chartered Bank

€ 12,500,000

€ 10,000,000

ANZ Securities, Inc.

€ 6,250,000

€ 5,000,000

RBC Europe Limited

€ 6,250,000

€ 5,000,000

The Bank of Nova Scotia, London Branch

€ 6,250,000

€ 5,000,000

Total

€ 625,000,000

€ 500,000,000

Notice Addresses of the Representatives:

Deutsche Bank AG, London Branch

21 Moorfields

London EC2Y 9DB

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

BNP PARIBAS

16, boulevard des Italiens

75009 Paris

France

Attn: Debt Syndicate Desk

Email: dl.syndsupportbonds@uk.bnpparibas.com;

dl.na.fig.dcm@us.bnpparibas.com

Attention: Fixed Income Syndicate / NA

FIG DCM Team

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Fax No.: +44 20 7986 1927

Attention: Syndicate Desk

SCHEDULE II

(a)             Issuer

Free Writing Prospectus:

Final Term Sheet, substantially in the form attached as Exhibit A

to Schedule II, as filed with the Commission pursuant to Rule 433, and dated September 15, 2026.

(b)             Additional

Documents Incorporated by Reference:

None.

Exhibit A to Schedule II

Form of Final Term Sheet

American International

Group, Inc.

€1,125,000,000

€625,000,000

4.250% Notes Due 2031

€500,000,000

4.750% Notes Due 2036

Issuer:

American International Group, Inc.

Offering Format:

SEC Registered

Securities:

4.250% Notes Due 2031 (the “2031 Notes”)

4.750% Notes Due 2036 (the “2036 Notes” and, together with

the 2031 Notes, the “Notes”)

Expected Ratings (Moody’s / S&P / Fitch)*:

Baa1 (stable) / A- (stable) / A- (stable)

Security Type:

Senior Unsecured Fixed Rate Notes

Trade Date:

September 15, 2026

Settlement Date**:

September 24, 2026 (T + 7)

Settlement:

Euroclear / Clearstream

Maturity Date:

2031 Notes: September 24, 2031

2036 Notes: September 24, 2036

Principal Amount:

2031 Notes: €625,000,000

2036 Notes: €500,000,000

Price to Public:

2031 Notes: 99.660% of principal amount

2036 Notes: 99.797% of principal amount

Gross Underwriting Discount:

2031 Notes: 0.350%

2036 Notes: 0.450%

Net Proceeds to Issuer Before Expenses:

2031 Notes: €620,687,500

2036 Notes: €496,735,000

Aggregate Net Proceeds to Issuer Before Expenses:

€1,117,422,500

Spread to Benchmark Bund:

2031 Notes: +99.4 basis points

2036 Notes: +123.0 basis points

Benchmark Bund:

2031 Notes: 0.000% due August 15, 2031

2036 Notes: 3.000% due August 15, 2036

Benchmark Bund Price / Yield:

2031 Notes: €85.130 / 3.333%

2036 Notes: €95.490 / 3.546%

Mid-Swap Yield:

2031 Notes: 3.527%

2036 Notes: 3.576%

Spread to Mid-Swap Yield:

2031 Notes: +80 basis points

2036 Notes: +120 basis points

Coupon:

2031 Notes: 4.250%

2036 Notes: 4.750%

Yield to Maturity:

2031 Notes: 4.327%

2036 Notes: 4.776%

Interest Payment Dates:

Annually on September 24 of each year, commencing September 24, 2027

Record Date:

Close of the business day (on which each of Euroclear SA/NV and Clearstream S.A. is open for business) prior to the Interest Payment Date

Business Day Center(s):

London, New York, T2 (as TARGET2 successor)

Day Count Convention:

Actual/Actual (ICMA)

Denominations:

€100,000, with increments of €1,000 thereafter

Optional Redemption:

Make-whole redemption at any time prior to (i) August 24,

2031, with respect to the 2031 Notes, at a discount rate of Bund + 15 basis points and (ii) June 24, 2036, with respect to the

2036 Notes, at a discount rate of Bund + 20 basis points.

Par redemption at any time on or after (i) August 24, 2031,

with respect to the 2031 Notes and (ii) June 24, 2036, with respect to the 2036 Notes.

Tax Redemption:

Par redemption at any time in the event of certain changes affecting U.S. taxation as described under “Description of the Notes — Tax Redemption” in the prospectus supplement.

Expected Listing:

Global Exchange Market of Euronext Dublin

Common Code / ISIN:

2031 Notes: 351290021 / XS3512900211

2036 Notes: 351290234 / XS3512902340

Joint Book-Running Managers:

Deutsche Bank AG, London Branch

J.P. Morgan Securities plc

BNP PARIBAS

Citigroup Global Markets Limited

Barclays Bank PLC

HSBC Bank plc

Merrill Lynch International

Co-Managers:

NATIXIS

Standard Chartered Bank

ANZ Securities, Inc.

RBC Europe Limited

The Bank of Nova Scotia, London Branch

Governing Law:

State of New York

Form of Note:

The Notes will be issued only in registered, book-entry form. There

will be a Global Note for each series of the Notes (€625,000,000 principal amount with respect to the 2031 Notes and €500,000,000

principal amount with respect to the 2036 Notes) registered in the name of a nominee for Euroclear SA/NV as common safekeeper.

New Safekeeping Structure:

Yes, and the Notes are intended to be held in a manner that would allow eligibility as collateral for Eurosystem intra-day credit and monetary policy operations.

EU MiFID II / UK MiFIR Target Market:

Manufacturer target market (EU MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

EU PRIIPs / UK DISC:

No EU PRIIPs key information document (KID) or UK DISC disclosure document has been prepared as the Notes are not available to retail investors in the EEA or UK.

Stabilization:

Relevant stabilization regulations including FCA/ICMA apply.

* Note: A securities rating is not a recommendation to buy, sell

or hold securities and may be subject to revision or withdrawal at any time.

** The issuer expects that delivery of

the Notes will be made to investors on or about September 24, 2026, which is the seventh business

day following the date of the pricing of the Notes. Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades

in the secondary market generally are required to settle on the first business day following the date of any contract for sale, unless

the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the first business

day before the settlement date will be required to specify an alternative settlement cycle at the time of the trade to prevent a failed

settlement and should consult their own advisers in connection with that election.

The issuer has filed a registration statement, including a prospectus,

with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration

statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You

may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any

dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank AG, London Branch

toll-free at +44 207 545 4361, J.P. Morgan Securities plc collect at +44 207 134 2468 (Non-U.S. investors), J.P. Morgan Securities LLC

collect at +1-212-834-4533 (U.S. investors), BNP PARIBAS toll-free at +1 800-854-5674 or Citigroup Global Markets Limited toll-free at

+1 800-831-9146.

SCHEDULE III

Form of Opinion of Sullivan &

Cromwell LLP

Form of Letter of Sullivan & Cromwell

LLP

SCHEDULE IV

Form of Opinion of Eric S. Lefkowitz

SCHEDULE V

Form of Issuer-ICSD Agreement

SCHEDULE VI

Form of Issuer Effectuation Authorization

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2625844d1_ex4-1.htm · Sequence: 3

Exhibit 4.1

AMERICAN INTERNATIONAL

GROUP, INC.

Forty-Eighth

Supplemental Indenture

Dated

as of September 24, 2026

(Supplemental to

Indenture Dated as of October 12, 2006)

THE BANK OF NEW YORK MELLON,

as Trustee

FORTY-EIGHTH SUPPLEMENTAL

INDENTURE, dated as of September 24, 2026 (the “Forty-Eighth Supplemental Indenture”), between American International Group,

Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and

The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called “Trustee”);

R E C I T A L S:

WHEREAS, the Company

has heretofore executed and delivered to The Bank of New York Mellon, as trustee, an Indenture, dated as of October 12, 2006 (the “Base

Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of April 18, 2007 (the “Fourth Supplemental

Indenture”), and the Eighth Supplemental Indenture, dated as of December 3, 2010 (the “Eighth Supplemental Indenture,”

and, together with the Base Indenture and the Fourth Supplemental Indenture, the “Existing Indenture”), providing for the

issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein and therein

called the “Securities”), to be issued in one or more series; and the Existing Indenture, as may be amended or supplemented

from time to time, including by this Forty-Eighth Supplemental Indenture, is hereinafter referred to as the “Indenture”;

WHEREAS,

Section 901 of the Existing Indenture permits the Company and the Trustee to enter into an indenture supplemental to the Existing Indenture

to establish the form and terms of additional series of Securities;

WHEREAS, Sections 201,

301 and 901 of the Existing Indenture permit the form and the terms of Securities of any additional series of Securities to be established

pursuant to an indenture supplemental to the Existing Indenture;

WHEREAS, the Company

has authorized the issuance of €625,000,000 in aggregate principal amount of its 4.250% Notes Due 2031 (the “Notes”);

WHEREAS, the Notes

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

WHEREAS, pursuant

to resolutions of (i) the Board of Directors of the Company adopted at a meeting duly called on September 14, 2010, approving certain

additional covenants made by the Company, (ii) the Board of Directors of the Company adopted at a meeting duly called on September 19,

2023, and (iii) the Board of Directors of the Company adopted at a meeting duly called on February 7, 2024, the Company has duly authorized

the execution and delivery of this Forty-Eighth Supplemental Indenture to establish the form and terms of the Notes; and

WHEREAS, all things

necessary to make this Forty-Eighth Supplemental Indenture a valid and legally binding agreement according to its terms have been done;

NOW, THEREFORE,

THIS FORTY-EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration

of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate

benefit of all Holders of the Notes, as follows:

Article

One

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.1           Relation to Existing Indenture

This Forty-Eighth

Supplemental Indenture constitutes a part of the Indenture (the provisions of which, as modified by this Forty-Eighth Supplemental Indenture,

shall apply to the Notes) in respect of the Notes, and shall not modify, amend or otherwise affect the Existing Indenture insofar as

it relates to any other series of Securities or affect in any manner the terms and conditions of the Securities of any other series.

Section 1.2           Definitions

For all purposes

of this Forty-Eighth Supplemental Indenture, the capitalized terms used herein (i) which are defined in the recitals or introductory

paragraph hereof have the respective meanings assigned thereto in the applicable provision of the recitals and introductory paragraph,

and (ii) which are defined in the Existing Indenture (and which are not defined in the recitals or introductory paragraph hereof)

have the respective meanings assigned thereto in the Existing Indenture. For all purposes of this Forty-Eighth Supplemental Indenture:

(a)

All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding

Articles and Sections of this Forty-Eighth Supplemental Indenture; and

(b)

The terms “herein,” “hereof,” and “hereunder” and words of similar

import refer to this Forty-Eighth Supplemental Indenture.

(c)

The following terms, as used herein, have the following meanings:

“Beneficial

Owner” means a beneficial owner of the Notes for U.S. federal income tax purposes, as in effect from time to time.

“Business

Day” means, for the purposes of the Notes and this Forty-Eighth Supplemental Indenture, each

Monday, Tuesday, Wednesday, Thursday or Friday that (i) is not a day on which banking institutions in The City of New York or The City

of London are authorized or obligated by law or executive order to close and (ii) on which the Trans-European Automated Real-time Gross

Settlement Express Transfer system (TARGET2 System), or any successor thereto (e.g., the T2 system), operates.

-2-

“Clearstream”

means Clearstream Banking S.A. (or any successor securities clearing agency).

“Common Safekeeper”

means, with respect to Notes issued in the form of a Global Note in accordance with the New Safekeeping Structure, Euroclear, which is

the entity elected by the Paying Agent as Common Safekeeper, or such successor as Euroclear shall designate.

“Common Service

Provider” means, with respect to Notes issued in the form of a Global Note in accordance with the New Safekeeping Structure, The

Bank of New York Mellon, London Branch, which is the entity appointed by the ICSDs to service the Notes, or such successor as the ICSDs

shall designate.

“euro”

and “€” mean the lawful currency of the member states of the European Monetary Union that have adopted the euro as their

currency.

“Euroclear”

means Euroclear Bank SA/NV (or any successor securities clearing agency).

“Federal Republic

of Germany Obligation” means any security that is (i) a direct obligation of the Federal Republic of Germany for the payment of

which the full faith and credit of the Federal Republic of Germany is pledged or (ii) an obligation of a Person controlled or supervised

by and acting as an agency or instrumentality of the Federal Republic of Germany the payment of which is unconditionally guaranteed as

a full faith and credit obligation by the Federal Republic of Germany, which, in either case (i) or (ii), is not callable or redeemable

at the option of the issuer thereof.

“Global Note(s)”

means one or more permanent, registered securities in global form and includes any Global Note intended to be held under the New Safekeeping

Structure and registered in the name of a nominee for the Common Safekeeper.

“ICSD(s)”

means Clearstream and/or Euroclear, as the case may be and/or any additional or alternative clearing system approved by the Company,

the Trustee and the Paying Agent (provided that such additional or alternative clearing system must also be authorized to hold a Global

Note as eligible collateral for Eurosystem monetary policy and intra-day credit operations) collectively.

“New

Safekeeping Structure” or “NSS” means a structure where a Global Security

is registered in the name of a Common Safekeeper (or its nominee) for Euroclear and/or Clearstream and will be deposited on or about

the issue date with the Common Safekeeper for Euroclear and/or Clearstream.

-3-

“Paying Agent”

means any Person authorized by the Company to pay or cause to be paid the principal of or any premium or interest on any Securities on

behalf of the Company.

“Quotation Agent”

means AIG Markets, Inc. or any other firm appointed by the Company, acting as quotation agent.

ARTICLE

Two

GENERAL

TERMS AND CONDITIONS OF THE NOTES

Section 2.1           Forms of Notes Generally

The Notes shall

be in substantially the forms set forth in this Article with such appropriate insertions, omissions, substitutions and other variations

as are required or permitted by the Existing Indenture and this Forty-Eighth Supplemental Indenture and may have such letters, numbers

or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities

exchange, Common Safekeeper and/or Common Service Provider thereto, or as may, consistent with the Existing Indenture and this Forty-Eighth

Supplemental Indenture, be determined by the officers executing such Notes, as evidenced by their execution of such Notes.

The Notes shall

be issued initially in the form of a Global Note, registered in the name of the nominee of Euroclear as Common Safekeeper and deposited

with, or on behalf of, the Common Safekeeper for credit by the Common Safekeeper to the respective accounts of Beneficial Owners represented

thereby (or such other accounts as they may direct). The Global Note will constitute a single Security for all purposes of the Indenture.

Except as set forth

in Section 2.7, the Notes may be transferred, in whole and not in part, only to another nominee of Clearstream and Euroclear.

Section 2.2           Currency of Payment and Form of Notes

All payments of

principal and interest, including payments made upon any Redemption Date, and Additional Amounts, if any, in respect of the Notes will

be made in euro. If the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the

Company’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted

the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community,

then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Company or so used. In

such circumstances, the amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors

of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, in the event

the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the

most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to

the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined

by the Company in its sole discretion on the basis of the most recently available market exchange rate for euro. Any payment in

respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or the Indenture.

The Notes shall

be in substantially the form of Annex A to this Forty-Eighth Supplemental Indenture.

-4-

Section 2.3           Form of Trustee’s Certificate of Authentication of the Notes

The Trustee’s

certificates of authentication shall be in substantially the following form:

This is one of the

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

Dated:

THE BANK OF NEW YORK MELLON

As Trustee

By:

Authorized Signatory

Section 2.4           Form of Effectuation Instruction of the Notes

The Paying Agent’s

form of Effectuation Instructions shall be in substantially the following form:

Issuer: American

International Group, Inc.

Currency and nominal

Amount: €625,000,000

ISIN: XS3512900211

Dear Sir/Madam,

We hereby instruct

you to effectuate the global note.

Dated: September 24, 2026

THE BANK OF NEW YORK MELLON, LONDON BRANCH

As Paying Agent

By:

Authorized Signatory

-5-

Section 2.5           Effectuation

No Global Note shall

be valid or obligatory for any purposes until it has been effectuated for or on behalf of the Common Safekeeper.

Section 2.6           Title and Terms

Pursuant to Sections

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

(a)

Designation. The Notes shall be known and designated as the “4.250% Notes Due 2031.”

(b)

Aggregate Principal Amount. The aggregate principal amount of the Notes that may be authenticated,

delivered and effectuated under this Forty-Eighth Supplemental Indenture is initially limited to €625,000,000, except for Notes

authenticated, delivered and effectuated upon registration of, transfer of, or in exchange for, or in lieu of, other Notes issued pursuant

to Section 304, 305, 306, 906, 1107 or 1203 of the Existing Indenture. The Company may, without the consent of the Holders of the

Notes, issue additional notes of this series in an unlimited amount having the same ranking, interest rate, Stated Maturity, terms as

to status, redemption or otherwise as the Notes (other than dates as to issuance and the initial accrual of interest). Any additional

Notes shall be issued under a separate CUSIP, ISIN and common code unless the further Notes are issued pursuant to a “qualified

reopening” of the original Notes of this series, are otherwise treated as part of the same “issue” of debt instruments

as this series or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax

purposes.

In the case of a

Global Note intended to be held under the New Safekeeping Structure, save for the purposes of determining Notes that are Outstanding

for consent or voting purposes under the Existing Indenture, the Trustee shall rely on the records of the ICSDs in relation to any determination

of the principal amount outstanding of such Global Note. For this purpose, “records” means the records that each of the ICSDs

holds for its customers which reflect the amount of such customer’s interest in the Notes.

(c)

Interest and Maturity. The Stated Maturity of the Notes shall be September 24, 2031

and the Notes shall bear interest and have such other terms as are described in the form of Note attached as Annex A to this Forty-Eighth

Supplemental Indenture.

-6-

(d)

Redemption. The Company shall have no obligation to redeem or purchase the Notes pursuant

to any sinking fund or analogous provision, or at the option of a Holder thereof. The Notes shall be redeemable at the election of the

Company from time to time, in whole or in part, at the times and at the prices specified in the form of Note attached as Annex A to this

Forty-Eighth Supplemental Indenture. Notice of redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance

with the applicable procedures) not less than 10 days but not more than 60 days prior to the Redemption Date, to each Holder of

Notes to be redeemed at his address appearing in the Security Register.

If fewer than all

of the Notes are to be redeemed, not more than 60 days prior to the Redemption Date, selection of the particular Notes, or portions thereof

for redemption from the Outstanding Notes not previously called, if in definitive form, will be made by lot; provided that if the Notes

are represented by a Global Note intended to be held under the New Safekeeping Structure, beneficial interests in the Notes will be selected

for redemption by the ICSDs in accordance with their respective standard procedures therefor; provided, however, that no Notes of a principal

amount of €100,000 or less shall be redeemed in part. The Security Registrar shall record such redemption in the Security Register

and shall provide the details of such redemption to the Common Safekeeper. The Paying Agent shall instruct the Common Safekeeper to make

such appropriate entries in its records in respect of all Notes redeemed by the Company to reflect such redemption.

(e)

Defeasance. The Notes shall be subject to the defeasance and discharge provisions of Section

1302 of the Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of

the Existing Indenture, except that all references to “U.S. Government Obligations” shall be replaced by “Federal Republic

of Germany Obligations.”

(f)

Additional Amounts. All payments of principal and interest in respect of the Notes by the

Company will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties,

assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States

or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”), unless such withholding

or deduction is required by law.

In the event such

withholding or deduction of Taxes is required by law, subject to the limitations described below, the Company will pay to the Holder

or Beneficial Owner of any Note that is a Non-U.S. Person (as defined below) such additional amounts (“Additional Amounts”)

as may be necessary in order that every net payment of principal of or interest on the Notes (including upon redemption), after deduction

or withholding for or on account of such Taxes, will not be less than the amount provided for in such Note to be then due and payable

before deduction or withholding for or on account of such Taxes. “Non-U.S. Person” means any person that, for United States

federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or an estate or trust that

in either case is not subject to United States federal income tax on a net income basis on income or gain in the Notes.

-7-

However,

the Company’s obligation to pay Additional Amounts shall not apply to:

(a) any

Taxes which would not have been so imposed, withheld or deducted but for:

(1) the

existence of any present or former connection between such Holder or Beneficial Owner (or

between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of,

or a Person having a power over, such Holder or Beneficial Owner, if such Holder or Beneficial

Owner is an estate, a trust, a limited liability company, a partnership, a corporation or

other entity) and the United States, including, without limitation, such Holder or Beneficial

Owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner

or Person having such a power) being or having been a citizen or resident or treated as a

resident of the United States or being or having been engaged in a trade or business in the

United States or being or having been present in the United States or having or having had

a permanent establishment in the United States;

(2) the

failure of any Holder, Beneficial Owner or intermediary to comply with any applicable certification,

information, documentation or other reporting requirement concerning the nationality, residence,

identity or connection with the United States of such Holder, Beneficial Owner or intermediary

or otherwise to establish entitlement to a partial or complete exemption from such Taxes

(including, but not limited to, the requirement to provide Internal Revenue Service Form

W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto,

and including, without limitation, any documentation requirement under an applicable income

tax treaty); or

(3) such

Holder’s or Beneficial Owner’s present or former status as a personal holding

company, foreign personal holding company, controlled foreign corporation, passive foreign

investment company or foreign tax exempt organization with respect to the United States or

as a corporation that accumulates earnings to avoid U.S. federal income tax;

(b) any

Taxes imposed, required, withheld or deducted by reason of the Holder or Beneficial Owner:

(1) owning

or having owned, directly or indirectly, actually or constructively, 10% or more of the total

combined voting power of all classes of the Company’s stock,

-8-

(2) being

a bank receiving interest described in section 881(c)(3)(A) of the U.S. Internal Revenue

Code of 1986, as amended (the “Code”), or

(3) being

a controlled foreign corporation with respect to the United States that is related to the

Company by stock ownership;

Taxes which would not have been so imposed, withheld or deducted but for the presentation

by the Holder or Beneficial Owner of such Note for payment on a date more than 30 days after

the date on which such payment became due and payable or the date on which payment of the

Note is duly provided for and notice is given to Holders, whichever occurs later, except

to the extent that the Holder or Beneficial Owner would have been entitled to such Additional

Amounts on presenting such Note on any date during such 30-day period;

(d) any

estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth,

interest equalization or similar Taxes;

(e) any

Taxes which are payable otherwise than by withholding from any payment of principal of or

interest on such Note;

(f) any

Taxes which are payable by a Holder that is not the Beneficial Owner of the Note, or a portion

of the Note, or that is a fiduciary, partnership, limited liability company or other similar

entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect

to such fiduciary or member of such partnership, limited liability company or similar entity

would not have been entitled to the payment of an Additional Amount had such Beneficial Owner,

settlor, beneficiary or member received directly its beneficial or distributive share of

the payment;

(g) any

Taxes required to be withheld by any paying agent from any payment of principal of or interest

on any Note, if such payment can be made without such withholding by any other paying agent;

(h) any

Taxes that would not have been imposed, withheld or deducted but for a change in any law,

treaty, regulation, or administrative or judicial interpretation that becomes effective after

the applicable payment becomes due or is duly provided for, whichever occurs later, to the

extent such change in law, treaty, regulation, or administrative or judicial interpretation

would apply retroactively to such payment;

(i) any

Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Code (or any

amended or successor provisions that are substantively comparable) and any current or future

regulations or official interpretations thereof (“FATCA”), any agreement (including

any intergovernmental agreement) entered into in connection therewith, or any law, regulation

or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental

agreement in respect of FATCA; or

-9-

(j) any

combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).

For purposes of

this Section 2.6(f), the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to a Note will

not constitute a connection (1) between the Holder or Beneficial Owner and the United States or (2) between a fiduciary, settlor, beneficiary,

member or shareholder or other equity owner of, or a person having a power over, such Holder or Beneficial Owner if such Holder or Beneficial

Owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.

Any reference in

this Forty-Eighth Supplemental Indenture to principal or interest shall be deemed to refer also to Additional Amounts which may be payable

under the provisions of this Section 2.6(f).

Except as specifically

provided in this Section 2.6(f), the Company will not be required to make any payment with respect to any tax, duty, assessment or other

governmental charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.

(g)

Denominations. The Notes shall be issuable only in fully registered form without coupons

and only in denominations of €100,000 and integral multiples of €1,000 in excess thereof.

(h)

Authentication and Delivery. The Notes shall be executed, authenticated, delivered and dated

in accordance with Section 303 of the Existing Indenture.

(i)

Additional Covenant and Amendment to the Base Indenture. The additional covenant of the Company

and amendment to the Base Indenture, each as set forth in Article III of the Eighth Supplemental Indenture, shall apply to the Notes.

(j)

Common Safekeeper. With respect to Notes issuable or issued in the form of a Global Note

intended to be held under the New Safekeeping Structure, the Common Safekeeper shall be the Common Safekeeper as defined in Section 1.2(c)

hereof.

(k)

Time Zone. All payment dates with respect to the Notes, whether at maturity, upon earlier

redemption or on any Interest Payment Date, shall be determined in accordance with the time zone applicable to The City of New York.

(l)

Eurosystem Eligibility. The Notes are intended to be held in a manner which will allow Eurosystem

eligibility. This means that the Notes are intended upon issue to be deposited with one of the ICSDs as Common Safekeeper (and registered

in the name of a nominee of one of the ICSDs acting as Common Safekeeper), but does not necessarily mean that the Notes will be recognized

as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or

all times during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility

criteria have been met.

-10-

(m)

Destroy Option. In the case of a Global Note intended to be held under the New Safekeeping

Structure, the Common Safekeeper may destroy such Global Note in accordance with the normal procedures of the Common Safekeeper upon

maturity and final redemption of such Global Note.

Section 2.7           Exchanges of Global Note for Non-Global Note

Notwithstanding

any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a

Global Note in whole or in part may be registered, in the name of any Person other than the Common Safekeeper for such Global Note or

a nominee thereof unless (A) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system

approved by the Company, the Trustee, the Security Registrar and the Paying Agent on behalf of which the Global Note may be held) has

been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced

an intention permanently to cease business or does in fact do so, (B) an Event of Default in respect of the Notes has occurred and is

continuing and the Security Registrar has received a request from Euroclear or Clearstream or (C) the Company so directs the Trustee

by a Company Order.

Upon surrender by

Clearstream or Euroclear of the Global Note, the Company, at its option, will either (i) issue a new Global Note that is not intended

to be held under the New Safekeeping Structure and have the relevant depositary register the Notes in its book-entry system to the Persons identified

by Clearstream or Euroclear as the Beneficial Owners of the Notes represented by the Global Note, or (ii) issue certificated Notes to

each Person that Clearstream or Euroclear identifies as the Beneficial Owner of the Notes represented by the Global Note. If the Company

issues certificated Notes, upon the issuance of certificated Notes, the Security Registrar is required to register the certificated Notes

in the name of that Person or Persons, or their nominee, and cause the certificated Notes to be delivered thereto.

ARTICLE

Three

MISCELLANEOUS

Section 3.1           Relationship to Existing Indenture

This Forty-Eighth

Supplemental Indenture is a supplemental indenture within the meaning of the Existing Indenture. The Existing Indenture, as supplemented

and amended by this Forty-Eighth Supplemental Indenture, is in all respects ratified, confirmed and approved and, with respect to the

Notes, the Existing Indenture, as supplemented and amended by this Forty-Eighth Supplemental Indenture, shall be read, taken and construed

as one and the same instrument.

-11-

Section 3.2           Modification of the Existing Indenture

Except as expressly

modified by this Forty-Eighth Supplemental Indenture, the provisions of the Existing Indenture shall govern the terms and conditions

of the Notes.

Section 3.3           Governing Law

This instrument

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

Section 3.4           Counterparts

This instrument

may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts

shall together constitute but one and the same instrument. Receipt by electronic mail of any executed signature page to this instrument

shall constitute effective delivery of such signature page. Electronic signatures may be used in lieu of signatures affixed by hand,

and such electronic signature shall have the same validity and effect as signatures affixed by hand.

Section 3.5           Trustee Makes No Representation

The recitals contained

herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee

makes no representation as to the validity or sufficiency of this Forty-Eighth Supplemental Indenture other than its certificates of

authentication.

-12-

Witness Whereof, the parties hereto have caused this Forty-Eighth Supplemental Indenture to be duly

executed all as of the day and year first above written.

AMERICAN INTERNATIONAL GROUP, INC.

By:

/s/ Adam Burk

Name:

Adam Burk

Title:

Vice President, Global Treasurer

Attest:

/s/

Christopher Chorengel

Name:

Christopher Chorengel

Title:

Associate General Counsel

THE BANK OF NEW YORK MELLON,

as Trustee

By:

/s/ Michael Lee

Name:

Michael Lee

Title:

Authorised Signatory

[Signature

Page to Forty-Eighth Supplemental Indenture]

ANNEX A

FORM OF THE

NOTES

THIS

NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE NOMINEE OF

THE ENTITY APPOINTED AS COMMON SAFEKEEPER FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM”).

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE COMMON SAFEKEEPER OR TO

A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

AMERICAN

INTERNATIONAL GROUP, INC.

4.250% NOTES DUE 2031

No. 1

ISIN No.: XS3512900211

Common Code: 351290021

€625,000,000

This certifies that

the Person whose name is entered in the Security Register maintained by the Security Registrar is registered as the Holder of the aggregate

principal amount of €625,000,000 of 4.250% Notes Due 2031.

AMERICAN

INTERNATIONAL GROUP, INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,”

which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to

the registered Holder hereof, or registered assigns, the principal sum of six hundred twenty-five million euros (€625,000,000) on

September 24, 2031, and to pay interest thereon from September 24, 2026, or from the most recent Interest Payment Date (as defined below)

to which interest has been paid or duly provided for, annually in arrears on September 24 of each year (each such date, an “Interest

Payment Date”), commencing on September 24, 2027 at the rate of 4.250% per annum, until the principal hereof is paid or made available

for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such

Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on

the Regular Record Date for such interest, which shall be the business day on which each of Clearstream and Euroclear is open for business

immediately preceding the applicable Interest Payment Date. Any such interest not so punctually

paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the

Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for

the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof which shall be given to Holders of Notes of this series

not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the

requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all

as more fully provided in said Indenture.

Interest

on the Notes will be computed on the basis of (i) the actual number of days in the period for which interest is being calculated and

(ii) the actual number of days from and including the last date on which interest was paid on the Notes (or September

24, 2026 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date, as the case may be.

In the event that

an Interest Payment Date is not a Business Day, the Company shall pay interest on the next succeeding Business Day, with the same force

and effect as if made on the Interest Payment Date, and without any interest or other payment with respect to the delay. If the Stated

Maturity or earlier Redemption Date falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest

need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect as if made on the

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

or earlier Redemption Date.

For

purposes of this Note, “Business Day” means each Monday, Tuesday, Wednesday, Thursday

or Friday that (i) is not a day on which banking institutions in The City of New York or The City of London are authorized or obligated

by law or executive order to close and (ii) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system

(TARGET2 System), or any successor thereto (e.g., the T2 system), operates.

Payment of the principal

of and premium, if any, and interest on this Note will be made at the office or agency of the Company maintained for that purpose in

the City of London, which is initially the London office of The Bank of New York Mellon, London Branch.

All

payments of principal and interest, including payments made upon any Redemption Date, and Additional Amounts, if any, on this Note will

be made in euro. If the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the

Company’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted

the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community,

then all payments in respect of this Note will be made in U.S. dollars until the euro is again available to the Company or so used. In

such circumstances, the amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors

of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, in the event

the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the

most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to

the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined

by the Company in its sole discretion on the basis of the most recently available market exchange rate for euro.

Any payment in respect of this Note so made in U.S. dollars will not constitute an Event of Default with respect to the Notes of this

series or under the Indenture. Neither the Trustee nor the paying agent shall have any responsibility for any calculation or conversion

in connection with the foregoing.

“euro”

and “€” mean the lawful currency of the member states of the European Monetary Union that have adopted the euro as their

currency.

Reference is hereby

made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the

same effect as if set forth at this place.

Unless the certificate

of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature or electronic signature,

this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Note shall not

be valid for any purpose until it has been effectuated for or on behalf of the Common Safekeeper.

IN WITNESS WHEREOF,

the Company has caused this instrument to be duly executed.

Dated:

AMERICAN INTERNATIONAL GROUP, INC.

By:

Name:

Title:

Attest:

Name:

Title:

This is one of the

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

Dated:

THE BANK OF NEW YORK MELLON

As Trustee

By:

Authorized Signatory

EFFECTUATED for

and on behalf of EUROCLEAR BANK SA/NV., as Common Safekeeper, without recourse, warranty or liability.

Dated:

EUROCLEAR BANK SA/NV

As Common Safekeeper

By:

Authorized Signatory

[Reverse of the

Notes]

This Note is one of

a duly authorized issue of securities of the Company (herein called the “Notes”), designated as its 4.250% Notes due 2031,

issued and to be issued in one or more series under an Indenture, dated as of October 12, 2006, as supplemented by the Fourth Supplemental

Indenture, dated as of April 18, 2007, the Eighth Supplemental Indenture, dated as of December 3, 2010, and the Forty-Eighth Supplemental

Indenture, dated as of September 24, 2026 (as so supplemented, the “Indenture,” which term shall have the meaning assigned

to it in such instrument), between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee,”

which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference

is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the

Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated, delivered and effectuated.

This Note is one of the series designated on the face hereof.

The Company will be

obligated to pay Additional Amounts to the Holder of this Note to the extent and as provided in the Forty-Eighth Supplemental Indenture.

The

Notes of this series are subject to redemption at any time, in whole or in part, at the election of the Company, upon not less than 10

nor more than 60 days’ notice given as provided in the Indenture, at a Redemption Price equal to (A) in the case of a Redemption

Date prior to August 24, 2031, the greater of (i) 100% of the principal amount of the Notes to be redeemed, together with accrued and

unpaid interest to, but excluding, the Redemption Date, and (ii) as determined by the Quotation Agent, the sum of the present values

of the Remaining Scheduled Payments (not including any portion of such payments of interest accrued as of the Redemption Date) discounted

to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 15 basis points,

plus accrued and unpaid interest to, but excluding, the Redemption Date; or (B) in the case of a Redemption Date on or after August 24,

2031, 100% of the principal amount of the Notes to be redeemed, together with accrued and unpaid interest to, but excluding, the Redemption

Date. The Trustee shall have no responsibility to calculate, or to verify the Quotation Agent’s calculation of, any Redemption

Price.

addition, the Notes of this series are subject to redemption at any time, in whole but not in part, at the election of the Company, upon

not less than 10 nor more than 60 days’ notice given as provided in the Indenture, at a Redemption Price equal to 100% of the aggregate

principal amount of the Notes to be redeemed, together with accrued and unpaid interest on the Notes to be redeemed to, but excluding,

the Redemption Date, if:

(a) the Company has or will become obligated

to pay Additional Amounts with respect to the Notes of this series as a result of any change

in or amendment to the laws, regulations or rulings of the United States or any political

subdivision or any taxing authority of or in the United States affecting taxation, or any

change in or amendment to an official application, interpretation, administration or enforcement

of such laws, regulations or rulings, which change or amendment is announced or becomes effective

on or after September 15, 2026, or

(b) any action shall have been taken by a

taxing authority, or any action has been brought in a court of competent jurisdiction, in

the United States or any political subdivision or taxing authority of or in the United States,

including any of those actions specified in (a) above, whether or not such action was taken

or brought with respect to the Company, or any change, clarification, amendment, application

or interpretation of such laws, regulations or rulings shall be officially proposed, in any

such case on or after September 15, 2026, which results in a substantial likelihood that

the Company will be required to pay Additional Amounts with respect to this series of Notes

on the next Interest Payment Date.

“Comparable

Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of the Quotation

Agent, a German federal government bond whose maturity is closest to the maturity of the Notes, or if the Quotation Agent in its discretion

determines that such similar bond is not in issue, such other German federal government bond as the Quotation Agent may determine to

be appropriate for determining the Comparable Government Bond Rate.

“Comparable

Government Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being

rounded upwards), on the third Business Day prior to the Redemption Date, of the Comparable Government Bond on the basis of the middle

market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by the Quotation

Agent.

“Quotation Agent”

means AIG Markets, Inc. or any other firm appointed by the Company, acting as quotation agent.

“Remaining Scheduled

Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest

thereon that would be due after the related Redemption Date but for such redemption; provided, however, that, if such redemption date

is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will

be deemed to be reduced (solely for the purposes of this calculation) by the amount of interest accrued thereon to such Redemption Date.

However, no such notice

of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption

for the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption

for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of this series of Notes were

then due and at the time such notification of redemption is given such circumstance remains in effect.

Prior to the mailing

of any notice of redemption pursuant hereto, the Company will deliver to the Trustee:

(a) a certificate signed by one of the Company’s

duly authorized officers stating that the Company is entitled to effect such redemption and

setting forth a statement of facts showing that the conditions precedent to the Company’s

right so to redeem have occurred, and

(b) a written opinion of independent legal

counsel of recognized standing to the effect that the Company has or will become obligated

to pay such Additional Amounts as a result of such change or amendment or that there is a

substantial likelihood that the Company will be required to pay such Additional Amounts as

a result of such action or proposed change, clarification, amendment, application or interpretation,

as the case may be.

In the event of redemption

of the Notes in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the

name of the Holder hereof upon the cancellation hereof.

Such notice, once

delivered by the Company to the Trustee, will be irrevocable.

The Notes of this

series do not have the benefit of any sinking fund obligation and are not subject to repurchase at the option of the Holders.

The Indenture contains

provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default

with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture, except that all references

to “U.S. Government Obligations” shall be replaced by “Federal Republic of Germany Obligations.”

If an Event of Default

with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and

payable in the manner and with the effect provided in the Indenture.

The Indenture permits,

with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company

and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the

Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to

be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities

of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company

with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver

by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note

issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or

waiver is made upon this Note.

As provided in and

subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect

to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously

given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than

25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute

proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have

received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent

with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer

of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal

hereof or premium, if any, or interest or any Additional Amount hereon on or after the respective due dates expressed herein.

No reference herein

to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute

and unconditional, to pay the principal of and premium, if any, or interest on this Note at the times, place and rate, and in the coin

or currency, herein prescribed.

As provided in the

Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon

surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and premium,

if any, or interest on this Note are payable (or, otherwise, in accordance with applicable procedures of Euroclear and Clearstream),

duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly

executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of

like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this

series are issuable only in fully registered form without coupons in denominations of €100,000 and integral multiples of €1,000

in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes of this series are exchangeable

for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested

by the Holder surrendering the same.

No service charge

shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any

tax or other governmental charge payable in connection therewith.

Prior to due presentment

of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person

in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company,

the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in

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

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2625844d1_ex4-2.htm · Sequence: 4

Exhibit 4.2

AMERICAN INTERNATIONAL

GROUP, INC.

Forty-Ninth

Supplemental Indenture

Dated

as of September 24, 2026

(Supplemental to

Indenture Dated as of October 12, 2006)

THE BANK OF NEW YORK MELLON,

as Trustee

FORTY-NINTH SUPPLEMENTAL INDENTURE, dated as of

September 24, 2026 (the “Forty-Ninth Supplemental Indenture”), between American International Group, Inc., a corporation duly

organized and existing under the laws of the State of Delaware (herein called the “Company”), and The Bank of New York Mellon,

a New York banking corporation, as Trustee (herein called “Trustee”);

R E C I T A L S:

WHEREAS, the Company has heretofore executed and

delivered to The Bank of New York Mellon, as trustee, an Indenture, dated as of October 12, 2006 (the “Base Indenture”), as

supplemented by the Fourth Supplemental Indenture, dated as of April 18, 2007 (the “Fourth Supplemental Indenture”),

and the Eighth Supplemental Indenture, dated as of December 3, 2010 (the “Eighth Supplemental Indenture,” and, together with

the Base Indenture and the Fourth Supplemental Indenture, the “Existing Indenture”), providing for the issuance from time

to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein and therein called the “Securities”),

to be issued in one or more series; and the Existing Indenture, as may be amended or supplemented from time to time, including by this

Forty-Ninth Supplemental Indenture, is hereinafter referred to as the “Indenture”;

WHEREAS, Section 901 of the Existing Indenture

permits the Company and the Trustee to enter into an indenture supplemental to the Existing Indenture to establish the form and terms

of additional series of Securities;

WHEREAS, Sections 201, 301 and 901 of the

Existing Indenture permit the form and the terms of Securities of any additional series of Securities to be established pursuant to an

indenture supplemental to the Existing Indenture;

WHEREAS, the Company has authorized the issuance

of €500,000,000 in aggregate principal amount of its 4.750% Notes Due 2036 (the “Notes”);

WHEREAS, the Notes will be established as a series

of Securities under the Indenture;

WHEREAS, pursuant to resolutions of (i) the Board

of Directors of the Company adopted at a meeting duly called on September 14, 2010, approving certain additional covenants made by the

Company, (ii) the Board of Directors of the Company adopted at a meeting duly called on September 19, 2023, and (iii) the Board of Directors

of the Company adopted at a meeting duly called on February 7, 2024, the Company has duly authorized the execution and delivery of this

Forty-Ninth Supplemental Indenture to establish the form and terms of the Notes; and

WHEREAS, all things necessary to make this Forty-Ninth

Supplemental Indenture a valid and legally binding agreement according to its terms have been done;

NOW, THEREFORE, THIS FORTY-NINTH SUPPLEMENTAL INDENTURE

WITNESSETH:

For and in consideration of the premises and the

purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders

of the Notes, as follows:

Article

One

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.1            Relation to Existing Indenture

This Forty-Ninth Supplemental Indenture constitutes

a part of the Indenture (the provisions of which, as modified by this Forty-Ninth Supplemental Indenture, shall apply to the Notes) in

respect of the Notes, and shall not modify, amend or otherwise affect the Existing Indenture insofar as it relates to any other series

of Securities or affect in any manner the terms and conditions of the Securities of any other series.

Section 1.2            Definitions

For all purposes of this Forty-Ninth Supplemental

Indenture, the capitalized terms used herein (i) which are defined in the recitals or introductory paragraph hereof have the respective

meanings assigned thereto in the applicable provision of the recitals and introductory paragraph, and (ii) which are defined in the

Existing Indenture (and which are not defined in the recitals or introductory paragraph hereof) have the respective meanings assigned

thereto in the Existing Indenture. For all purposes of this Forty-Ninth Supplemental Indenture:

(a)

All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of

this Forty-Ninth Supplemental Indenture; and

(b)

The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Forty-Ninth

Supplemental Indenture.

(c)

The following terms, as used herein, have the following meanings:

“Beneficial Owner” means a beneficial

owner of the Notes for U.S. federal income tax purposes, as in effect from time to time.

“Business Day” means, for the purposes

of the Notes and this Forty-Ninth Supplemental Indenture, each Monday, Tuesday, Wednesday, Thursday or Friday that (i) is not a day on

which banking institutions in The City of New York or The City of London are authorized or obligated by law or executive order to close

and (ii) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (TARGET2 System), or any successor thereto

(e.g., the T2 system), operates.

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“Clearstream” means Clearstream Banking

S.A. (or any successor securities clearing agency).

“Common Safekeeper” means, with respect

to Notes issued in the form of a Global Note in accordance with the New Safekeeping Structure, Euroclear, which is the entity elected

by the Paying Agent as Common Safekeeper, or such successor as Euroclear shall designate.

“Common Service Provider” means, with

respect to Notes issued in the form of a Global Note in accordance with the New Safekeeping Structure, The Bank of New York Mellon, London

Branch, which is the entity appointed by the ICSDs to service the Notes, or such successor as the ICSDs shall designate.

“euro” and “€” mean

the lawful currency of the member states of the European Monetary Union that have adopted the euro as their currency.

“Euroclear” means Euroclear Bank SA/NV

(or any successor securities clearing agency).

“Federal Republic of Germany Obligation”

means any security that is (i) a direct obligation of the Federal Republic of Germany for the payment of which the full faith and credit

of the Federal Republic of Germany is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or

instrumentality of the Federal Republic of Germany the payment of which is unconditionally guaranteed as a full faith and credit obligation

by the Federal Republic of Germany, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof.

“Global Note(s)” means one or more permanent,

registered securities in global form and includes any Global Note intended to be held under the New Safekeeping Structure and registered

in the name of a nominee for the Common Safekeeper.

“ICSD(s)” means Clearstream and/or Euroclear,

as the case may be and/or any additional or alternative clearing system approved by the Company, the Trustee and the Paying Agent (provided

that such additional or alternative clearing system must also be authorized to hold a Global Note as eligible collateral for Eurosystem

monetary policy and intra-day credit operations) collectively.

“New Safekeeping Structure” or

“NSS” means a structure where a Global Security is registered in the name of a Common Safekeeper (or its nominee) for Euroclear

and/or Clearstream and will be deposited on or about the issue date with the Common Safekeeper for Euroclear and/or Clearstream.

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“Paying Agent” means any Person authorized

by the Company to pay or cause to be paid the principal of or any premium or interest on any Securities on behalf of the Company.

“Quotation Agent” means AIG Markets,

Inc. or any other firm appointed by the Company, acting as quotation agent.

ARTICLE

Two

GENERAL

TERMS AND CONDITIONS OF THE NOTES

Section 2.1            Forms of Notes Generally

The Notes shall be in substantially the forms set

forth in this Article with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by

the Existing Indenture and this Forty-Ninth Supplemental Indenture and may have such letters, numbers or other marks of identification

and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, Common Safekeeper

and/or Common Service Provider thereto, or as may, consistent with the Existing Indenture and this Forty-Ninth Supplemental Indenture,

be determined by the officers executing such Notes, as evidenced by their execution of such Notes.

The Notes shall be issued initially in the form

of a Global Note, registered in the name of the nominee of Euroclear as Common Safekeeper and deposited with, or on behalf of, the Common

Safekeeper for credit by the Common Safekeeper to the respective accounts of Beneficial Owners represented thereby (or such other accounts

as they may direct). The Global Note will constitute a single Security for all purposes of the Indenture.

Except as set forth in Section 2.7, the Notes may

be transferred, in whole and not in part, only to another nominee of Clearstream and Euroclear.

Section 2.2            Currency of Payment and Form of Notes

All payments of principal and interest, including

payments made upon any Redemption Date, and Additional Amounts, if any, in respect of the Notes will be made in euro. If the euro is unavailable

to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is

no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the

settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the

Notes will be made in U.S. dollars until the euro is again available to the Company or so used. In such circumstances, the amount payable

on any date in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as

of the close of business on the second Business Day prior to the relevant payment date or, in the event the Board of Governors of the

Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro

exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or,

in the event The Wall Street Journal has not published such exchange rate, the rate will be determined by the Company in its sole

discretion on the basis of the most recently available market exchange rate for euro. Any payment in respect of the Notes so made

in U.S. dollars will not constitute an Event of Default under the Notes or the Indenture.

The Notes shall be in substantially the form of

Annex A to this Forty-Ninth Supplemental Indenture.

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Section 2.3            Form of Trustee’s Certificate of Authentication of the Notes

The Trustee’s certificates of authentication

shall be in substantially the following form:

This is one of the Notes of the series designated

therein referred to in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON

As Trustee

By:

Authorized Signatory

Section 2.4            Form of Effectuation Instruction of the Notes

The Paying Agent’s form of Effectuation Instructions

shall be in substantially the following form:

Issuer: American International Group, Inc.

Currency and nominal Amount: €500,000,000

ISIN: XS3512902340

Dear Sir/Madam,

We hereby instruct you to effectuate the global

note.

Dated: September 24, 2026

THE BANK OF NEW YORK MELLON, LONDON BRANCH

As Paying Agent

By:

Authorized Signatory

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Section 2.5            Effectuation

No Global Note shall be valid or obligatory for

any purposes until it has been effectuated for or on behalf of the Common Safekeeper.

Section 2.6            Title and Terms

Pursuant to Sections 201 and 301 of the Indenture,

there is hereby established a series of Securities, the terms of which shall be as follows:

(a)

Designation. The Notes shall be known and designated as the “4.750% Notes Due 2036.”

(b)

Aggregate Principal Amount. The aggregate principal amount of the Notes that may be authenticated, delivered and effectuated

under this Forty-Ninth Supplemental Indenture is initially limited to €500,000,000, except for Notes authenticated, delivered and

effectuated upon registration of, transfer of, or in exchange for, or in lieu of, other Notes issued pursuant to Section 304, 305,

306, 906, 1107 or 1203 of the Existing Indenture. The Company may, without the consent of the Holders of the Notes, issue additional notes

of this series in an unlimited amount having the same ranking, interest rate, Stated Maturity, terms as to status, redemption or otherwise

as the Notes (other than dates as to issuance and the initial accrual of interest). Any additional Notes shall be issued under a separate

CUSIP, ISIN and common code unless the further Notes are issued pursuant to a “qualified reopening” of the original Notes

of this series, are otherwise treated as part of the same “issue” of debt instruments as this series or are issued with less

than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes.

In the case of a Global Note intended to be held

under the New Safekeeping Structure, save for the purposes of determining Notes that are Outstanding for consent or voting purposes under

the Existing Indenture, the Trustee shall rely on the records of the ICSDs in relation to any determination of the principal amount outstanding

of such Global Note. For this purpose, “records” means the records that each of the ICSDs holds for its customers which reflect

the amount of such customer’s interest in the Notes.

(c)

Interest and Maturity. The Stated Maturity of the Notes shall be September 24, 2036 and the Notes shall bear interest

and have such other terms as are described in the form of Note attached as Annex A to this Forty-Ninth Supplemental Indenture.

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(d)

Redemption. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous

provision, or at the option of a Holder thereof. The Notes shall be redeemable at the election of the Company from time to time, in whole

or in part, at the times and at the prices specified in the form of Note attached as Annex A to this Forty-Ninth Supplemental Indenture.

Notice of redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the applicable procedures)

not less than 10 days but not more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed at his address appearing

in the Security Register.

If fewer than all of the Notes are to be redeemed,

not more than 60 days prior to the Redemption Date, selection of the particular Notes, or portions thereof for redemption from the Outstanding

Notes not previously called, if in definitive form, will be made by lot; provided that if the Notes are represented by a Global Note intended

to be held under the New Safekeeping Structure, beneficial interests in the Notes will be selected for redemption by the ICSDs in accordance

with their respective standard procedures therefor; provided, however, that no Notes of a principal amount of €100,000 or less shall

be redeemed in part. The Security Registrar shall record such redemption in the Security Register and shall provide the details of such

redemption to the Common Safekeeper. The Paying Agent shall instruct the Common Safekeeper to make such appropriate entries in its records

in respect of all Notes redeemed by the Company to reflect such redemption.

(e)

Defeasance. The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Existing Indenture

and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture, except that

all references to “U.S. Government Obligations” shall be replaced by “Federal Republic of Germany Obligations.”

(f)

Additional Amounts. All payments of principal and interest in respect of the Notes by the Company will be made free and

clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or other governmental

charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing

authority of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law.

In the event such withholding or deduction of Taxes

is required by law, subject to the limitations described below, the Company will pay to the Holder or Beneficial Owner of any Note that

is a Non-U.S. Person (as defined below) such additional amounts (“Additional Amounts”) as may be necessary in order that every

net payment of principal of or interest on the Notes (including upon redemption), after deduction or withholding for or on account of

such Taxes, will not be less than the amount provided for in such Note to be then due and payable before deduction or withholding for

or on account of such Taxes. “Non-U.S. Person” means any person that, for United States federal income tax purposes, is a

nonresident alien individual, a foreign corporation, a foreign partnership or an estate or trust that in either case is not subject to

United States federal income tax on a net income basis on income or gain in the Notes.

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However, the Company’s obligation

to pay Additional Amounts shall not apply to:

(a) any Taxes which would not have been so imposed, withheld or deducted but for:

(1) the existence of any present or former connection between such Holder or Beneficial Owner (or between a fiduciary, settlor, beneficiary,

member or shareholder or other equity owner of, or a Person having a power over, such Holder or Beneficial Owner, if such Holder or Beneficial

Owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including,

without limitation, such Holder or Beneficial Owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner

or Person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having

been engaged in a trade or business in the United States or being or having been present in the United States or having or having had

a permanent establishment in the United States;

(2) the failure of any Holder, Beneficial Owner or intermediary to comply with any applicable certification, information, documentation

or other reporting requirement concerning the nationality, residence, identity or connection with the United States of such Holder, Beneficial

Owner or intermediary or otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited

to, the requirement to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or

successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); or

(3) such Holder’s or Beneficial Owner’s present or former status as a personal holding company, foreign personal holding company,

controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United States

or as a corporation that accumulates earnings to avoid U.S. federal income tax;

(b) any Taxes imposed, required, withheld or deducted by reason of the Holder or Beneficial Owner:

(1) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all

classes of the Company’s stock,

-8-

(2) being a bank receiving interest described in section 881(c)(3)(A) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),

(3) being a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;

(c) any Taxes which would not have been so imposed, withheld or deducted but for the presentation by the Holder or Beneficial Owner of

such Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment

of the Note is duly provided for and notice is given to Holders, whichever occurs later, except to the extent that the Holder or Beneficial

Owner would have been entitled to such Additional Amounts on presenting such Note on any date during such 30-day period;

(d) any estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar

Taxes;

(e) any Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Note;

(f) any Taxes which are payable by a Holder that is not the Beneficial Owner of the Note, or a portion of the Note, or that is a fiduciary,

partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary or settlor

with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been entitled

to the payment of an Additional Amount had such Beneficial Owner, settlor, beneficiary or member received directly its beneficial or distributive

share of the payment;

(g) any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can

be made without such withholding by any other paying agent;

(h) any Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative

or judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later,

to the extent such change in law, treaty, regulation, or administrative or judicial interpretation would apply retroactively to such payment;

(i) any Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor provisions that

are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”), any agreement

(including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted

in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or

-9-

(j) any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).

For purposes of this Section 2.6(f), the acquisition,

ownership, enforcement or holding of or the receipt of any payment with respect to a Note will not constitute a connection (1) between

the Holder or Beneficial Owner and the United States or (2) between a fiduciary, settlor, beneficiary, member or shareholder or other

equity owner of, or a person having a power over, such Holder or Beneficial Owner if such Holder or Beneficial Owner is an estate, a trust,

a limited liability company, a partnership, a corporation or other entity and the United States.

Any reference in this Forty-Ninth Supplemental

Indenture to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions of this

Section 2.6(f).

Except as specifically provided in this Section

2.6(f), the Company will not be required to make any payment with respect to any tax, duty, assessment or other governmental charge imposed

by any government or any political subdivision or taxing authority of or in any government or political subdivision.

(g)

Denominations. The Notes shall be issuable only in fully registered form without coupons and only in denominations of €100,000

and integral multiples of €1,000 in excess thereof.

(h)

Authentication and Delivery. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303

of the Existing Indenture.

(i)

Additional Covenant and Amendment to the Base Indenture. The additional covenant of the Company and amendment to the Base

Indenture, each as set forth in Article III of the Eighth Supplemental Indenture, shall apply to the Notes.

(j)

Common Safekeeper. With respect to Notes issuable or issued in the form of a Global Note intended to be held under the New

Safekeeping Structure, the Common Safekeeper shall be the Common Safekeeper as defined in Section 1.2(c) hereof.

(k)

Time Zone. All payment dates with respect to the Notes, whether at maturity, upon earlier redemption or on any Interest

Payment Date, shall be determined in accordance with the time zone applicable to The City of New York.

(l)

Eurosystem Eligibility. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means

that the Notes are intended upon issue to be deposited with one of the ICSDs as Common Safekeeper (and registered in the name of a nominee

of one of the ICSDs acting as Common Safekeeper), but does not necessarily mean that the Notes will be recognized as eligible collateral

for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their

life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.

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(m)

Destroy Option. In the case of a Global Note intended to be held under the New Safekeeping Structure, the Common Safekeeper

may destroy such Global Note in accordance with the normal procedures of the Common Safekeeper upon maturity and final redemption of such

Global Note.

Section 2.7            Exchanges of Global Note for Non-Global Note

Notwithstanding any other provision in this Indenture,

no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be

registered, in the name of any Person other than the Common Safekeeper for such Global Note or a nominee thereof unless (A) the Company

has been notified that Euroclear or Clearstream (or any additional or alternative clearing system approved by the Company, the Trustee,

the Security Registrar and the Paying Agent on behalf of which the Global Note may be held) has been closed for business for a continuous

period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business

or does in fact do so, (B) an Event of Default in respect of the Notes has occurred and is continuing and the Security Registrar has received

a request from Euroclear or Clearstream or (C) the Company so directs the Trustee by a Company Order.

Upon surrender by Clearstream or Euroclear of the

Global Note, the Company, at its option, will either (i) issue a new Global Note that is not intended to be held under the New Safekeeping

Structure and have the relevant depositary register the Notes in its book-entry system to the Persons identified by Clearstream or Euroclear as

the Beneficial Owners of the Notes represented by the Global Note, or (ii) issue certificated Notes to each Person that Clearstream or

Euroclear identifies as the Beneficial Owner of the Notes represented by the Global Note. If the Company issues certificated Notes, upon

the issuance of certificated Notes, the Security Registrar is required to register the certificated Notes in the name of that Person or

Persons, or their nominee, and cause the certificated Notes to be delivered thereto.

ARTICLE

Three

MISCELLANEOUS

Section 3.1            Relationship to Existing Indenture

This Forty-Ninth Supplemental Indenture is a supplemental

indenture within the meaning of the Existing Indenture. The Existing Indenture, as supplemented and amended by this Forty-Ninth Supplemental

Indenture, is in all respects ratified, confirmed and approved and, with respect to the Notes, the Existing Indenture, as supplemented

and amended by this Forty-Ninth Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

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Section 3.2            Modification of the Existing Indenture

Except as expressly modified by this Forty-Ninth

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

Section 3.3            Governing Law

This instrument shall be governed by, and construed

in accordance with, the laws of the State of New York.

Section 3.4            Counterparts

This instrument may be executed in any number of

counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one

and the same instrument. Receipt by electronic mail of any executed signature page to this instrument shall constitute effective delivery

of such signature page. Electronic signatures may be used in lieu of signatures affixed by hand, and such electronic signature shall have

the same validity and effect as signatures affixed by hand.

Section 3.5            Trustee Makes No Representation

The recitals contained herein are made by the Company

and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as

to the validity or sufficiency of this Forty-Ninth Supplemental Indenture other than its certificates of authentication.

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In Witness

Whereof, the parties hereto have caused this Forty-Ninth Supplemental Indenture to be duly executed all as of the day and year

first above written.

AMERICAN INTERNATIONAL GROUP, INC.

By:

/s/ Adam Burk

Name:

Adam Burk

Title:

Vice President, Global Treasurer

Attest:

/s/

Christopher Chorengel

Name:

Christopher Chorengel

Title:

Associate General Counsel

THE BANK OF NEW YORK MELLON,

as Trustee

By:

/s/ Michael Lee

Name:

Michael Lee

Title:

Authorised Signatory

[Signature

Page to Forty-Ninth Supplemental Indenture]

ANNEX A

FORM OF THE NOTES

THIS NOTE IS A GLOBAL SECURITY

WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE NOMINEE OF THE ENTITY APPOINTED AS COMMON

SAFEKEEPER FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM”). TRANSFERS

OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE COMMON SAFEKEEPER OR TO A SUCCESSOR

THEREOF OR SUCH SUCCESSOR’S NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

AMERICAN INTERNATIONAL GROUP, INC.

4.750% NOTES DUE 2036

No. 1

ISIN No.: XS3512902340

Common Code: 351290234

€500,000,000

This certifies that the Person whose name is entered

in the Security Register maintained by the Security Registrar is registered as the Holder of the aggregate principal amount of €500,000,000

of 4.750% Notes Due 2036.

AMERICAN INTERNATIONAL GROUP, INC., a corporation

duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person

under the Indenture hereinafter referred to), for value received, hereby promises to pay to the registered Holder hereof, or registered

assigns, the principal sum of five hundred million euros (€500,000,000) on September 24, 2036, and to pay interest thereon from September

24, 2026, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, annually

in arrears on September 24 of each year (each such date, an “Interest Payment Date”), commencing on September 24, 2027 at

the rate of 4.750% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually

paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this

Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall

be the business day on which each of Clearstream and Euroclear is open for business immediately preceding the applicable Interest Payment

Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record

Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business

on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof which shall be given to

Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner

not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required

by such exchange, all as more fully provided in said Indenture.

Interest on the Notes will be computed on the basis

of (i) the actual number of days in the period for which interest is being calculated and (ii) the actual number of days from and including

the last date on which interest was paid on the Notes (or September 24, 2026 if no interest has been paid on the Notes), to but excluding

the next scheduled Interest Payment Date, as the case may be.

In the event that an Interest Payment Date is not

a Business Day, the Company shall pay interest on the next succeeding Business Day, with the same force and effect as if made on the Interest

Payment Date, and without any interest or other payment with respect to the delay. If the Stated Maturity or earlier Redemption Date falls

on a day that is not a Business Day, the payment of principal, premium, if any, and interest need not be made on such date, but may be

made on the next succeeding Business Day, with the same force and effect as if made on the Stated Maturity or earlier Redemption Date,

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

For purposes of this Note, “Business Day”

means each Monday, Tuesday, Wednesday, Thursday or Friday that (i) is not a day on which banking institutions in The City of New York

or The City of London are authorized or obligated by law or executive order to close and (ii) on which the Trans-European Automated Real-time

Gross Settlement Express Transfer system (TARGET2 System), or any successor thereto (e.g., the T2 system), operates.

Payment of the principal of and premium, if any,

and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the City of London, which

is initially the London office of The Bank of New York Mellon, London Branch.

All payments of principal and interest, including

payments made upon any Redemption Date, and Additional Amounts, if any, on this Note will be made in euro. If the euro is unavailable

to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is

no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the

settlement of transactions by public institutions of or within the international banking community, then all payments in respect of this

Note will be made in U.S. dollars until the euro is again available to the Company or so used. In such circumstances, the amount payable

on any date in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as

of the close of business on the second Business Day prior to the relevant payment date or, in the event the Board of Governors of the

Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro

exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or,

in the event The Wall Street Journal has not published such exchange rate, the rate will be determined by the Company in its sole

discretion on the basis of the most recently available market exchange rate for euro. Any payment in respect of this Note so made

in U.S. dollars will not constitute an Event of Default with respect to the Notes of this series or under the Indenture. Neither the Trustee

nor the paying agent shall have any responsibility for any calculation or conversion in connection with the foregoing.

“euro” and “€” mean

the lawful currency of the member states of the European Monetary Union that have adopted the euro as their currency.

Reference is hereby made to the further provisions

of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at

this place.

Unless the certificate of authentication hereon has

been executed by the Trustee referred to on the reverse hereof by manual signature or electronic signature, this Note shall not be entitled

to any benefit under the Indenture or be valid or obligatory for any purpose.

This Note shall not be valid for any purpose until

it has been effectuated for or on behalf of the Common Safekeeper.

IN WITNESS WHEREOF, the Company has caused this

instrument to be duly executed.

Dated:

AMERICAN INTERNATIONAL GROUP, INC.

By:

Name:

Title:

Attest:

Name:

Title:

This is one of the Notes of the series designated

therein referred to in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON

As Trustee

By:

Authorized Signatory

EFFECTUATED for and on behalf of EUROCLEAR BANK

SA/NV., as Common Safekeeper, without recourse, warranty or liability.

Dated:

EUROCLEAR BANK SA/NV

As Common Safekeeper

By:

Authorized Signatory

[Reverse of the Notes]

This Note is one of a duly authorized issue of securities

of the Company (herein called the “Notes”), designated as its 4.750% Notes due 2036, issued and to be issued in one or more

series under an Indenture, dated as of October 12, 2006, as supplemented by the Fourth Supplemental Indenture, dated as of April 18, 2007,

the Eighth Supplemental Indenture, dated as of December 3, 2010, and the Forty-Ninth Supplemental Indenture, dated as of September 24,

2026 (as so supplemented, the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the

Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor trustee

under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective

rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms

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

hereof.

The Company will be obligated to pay Additional Amounts

to the Holder of this Note to the extent and as provided in the Forty-Ninth Supplemental Indenture.

The Notes of this series are subject to redemption

at any time, in whole or in part, at the election of the Company, upon not less than 10 nor more than 60 days’ notice given as provided

in the Indenture, at a Redemption Price equal to (A) in the case of a Redemption Date prior to June 24, 2036, the greater of (i) 100%

of the principal amount of the Notes to be redeemed, together with accrued and unpaid interest to, but excluding, the Redemption Date,

and (ii) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments (not including any portion

of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA))

at the applicable Comparable Government Bond Rate, plus 20 basis points, plus accrued and unpaid interest to, but excluding, the Redemption

Date; or (B) in the case of a Redemption Date on or after June 24, 2036, 100% of the principal amount of the Notes to be redeemed, together

with accrued and unpaid interest to, but excluding, the Redemption Date. The Trustee shall have no responsibility to calculate, or to

verify the Quotation Agent’s calculation of, any Redemption Price.

In addition, the Notes of this series are subject

to redemption at any time, in whole but not in part, at the election of the Company, upon not less than 10 nor more than 60 days’

notice given as provided in the Indenture, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed,

together with accrued and unpaid interest on the Notes to be redeemed to, but excluding, the Redemption Date, if:

(a) the Company has or will become obligated to pay Additional Amounts with respect to the Notes of this series as a result of any change

in or amendment to the laws, regulations or rulings of the United States or any political subdivision or any taxing authority of or in

the United States affecting taxation, or any change in or amendment to an official application, interpretation, administration or enforcement

of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after September 15, 2026, or

(b) any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the

United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in

(a) above, whether or not such action was taken or brought with respect to the Company, or any change, clarification, amendment, application

or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on or after September 15, 2026,

which results in a substantial likelihood that the Company will be required to pay Additional Amounts with respect to this series of Notes

on the next Interest Payment Date.

“Comparable Government Bond” means, in

relation to any Comparable Government Bond Rate calculation, at the discretion of the Quotation Agent, a German federal government bond

whose maturity is closest to the maturity of the Notes, or if the Quotation Agent in its discretion determines that such similar bond

is not in issue, such other German federal government bond as the Quotation Agent may determine to be appropriate for determining the

Comparable Government Bond Rate.

“Comparable Government Bond Rate” means

the yield to maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), on the third Business

Day prior to the Redemption Date, of the Comparable Government Bond on the basis of the middle market price of the Comparable Government

Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by the Quotation Agent.

“Quotation Agent” means AIG Markets,

Inc. or any other firm appointed by the Company, acting as quotation agent.

“Remaining Scheduled Payments” means,

with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be

due after the related Redemption Date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment

Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced (solely

for the purposes of this calculation) by the amount of interest accrued thereon to such Redemption Date.

However, no such notice of redemption shall be given

earlier than 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons specified in

(a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified

in (b) above, obligated to pay such Additional Amounts if a payment in respect of this series of Notes were then due and at the time such

notification of redemption is given such circumstance remains in effect.

Prior to the mailing of any notice of redemption

pursuant hereto, the Company will deliver to the Trustee:

(a) a certificate signed by one of the Company’s duly authorized officers stating that the Company is entitled to effect such redemption

and setting forth a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred,

and

(b) a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated

to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company will

be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation,

as the case may be.

In the event of redemption of the Notes in part only,

a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof

upon the cancellation hereof.

Such notice, once delivered by the Company to the

Trustee, will be irrevocable.

The Notes of this series do not have the benefit

of any sinking fund obligation and are not subject to repurchase at the option of the Holders.

The Indenture contains provisions for defeasance

at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note,

in each case upon compliance with certain conditions set forth in the Indenture, except that all references to “U.S. Government

Obligations” shall be replaced by “Federal Republic of Germany Obligations.”

If an Event of Default with respect to Notes of this

series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with

the effect provided in the Indenture.

The Indenture permits, with certain exceptions as

therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders

of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the

Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also

contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding,

on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture

and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive

and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof

or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

As provided in and subject to the provisions of the

Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment

of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice

of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the

Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such

Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of

a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have

failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall

not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or premium, if any,

or interest or any Additional Amount hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision

of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the

principal of and premium, if any, or interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain

limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration

of transfer at the office or agency of the Company in any place where the principal of and premium, if any, or interest on this Note are

payable (or, otherwise, in accordance with applicable procedures of Euroclear and Clearstream), duly endorsed by, or accompanied by a

written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his

attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations

and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this series are issuable only in fully

registered form without coupons in denominations of €100,000 and integral multiples of €1,000 in excess thereof. As provided

in the Indenture and subject to certain limitations therein set forth, the Notes of this series are exchangeable for a like aggregate

principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering

the same.

No service charge shall be made for any such registration

of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable

in connection therewith.

Prior to due presentment of this Note for registration

of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered

as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall

be affected by notice to the contrary.

All terms used in this Note which are defined in

the Indenture shall have the meaning assigned to them in the Indenture.

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2625844d1_ex5-1.htm · Sequence: 5

Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

September 24, 2026

American International Group, Inc.,

1271 Avenue of the Americas,

New York, New York 10020.

Ladies and Gentlemen:

In connection with

the several purchases today by the Underwriters named in Schedule I to the Underwriting Agreement, dated September 15, 2026 (the

“Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”),

and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP PARIBAS and Citigroup Global Markets Limited, as representatives

of the several Underwriters named in Schedule I thereto, of €625,000,000 aggregate principal amount of the Company’s 4.250%

Notes Due 2031 (the “2031 Notes”) and €500,000,000 aggregate principal amount of the Company’s 4.750% Notes Due

2036 (the “2036 Notes” and, together with the 2031 Notes, the “Securities”), issued pursuant to the Indenture,

dated as of October 12, 2006, as supplemented by the Fourth Supplemental Indenture, dated as of April 18, 2007, and the Eighth

Supplemental Indenture, dated as of December 3, 2010 (as so supplemented, the “Base Indenture”), and as further supplemented

by the Forty-Eighth Supplemental Indenture, dated as of September 24, 2026 (the “Forty-Eighth Supplemental Indenture”),

and the Forty-Ninth Supplemental Indenture, dated as of September 24, 2026 (the “Forty-Ninth Supplemental Indenture”

and, together with the Forty-Eighth Supplemental Indenture and the Base Indenture, the “Indenture”), each between the Company

and The Bank of New York Mellon, as Trustee (the “Trustee”), we, as your counsel, have examined such corporate records, certificates

and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you

that, in our opinion, the Securities constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights

and to general equity principles.

In rendering the foregoing opinion, we are not passing

upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material

relating to the offer and sale of the Securities.

American

International Group, Inc.

-2-

We note that, as of

the date of this opinion, a judgment for money in an action based on the Securities in a Federal or state court in the United States ordinarily

would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of euro into United

States dollars will depend upon various factors, including which court renders the judgment. Under Section 27 of the New York Judiciary

Law, a state court in the State of New York rendering a judgment on a Security would be required to render such judgment in euro, and

such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.

The foregoing opinion

is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing

no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to

certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be

responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities

conform to the respective specimens thereof examined by us, that the Securities have been duly effectuated by the common safekeeper,

that the common safekeeper holds the executed, authenticated and effectuated Securities, that the Trustee’s certificates of authentication

of the Securities have been signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined

by us are genuine, assumptions which we have not independently verified.

We hereby consent to

the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on the date hereof, relating

to the Securities. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under

Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ SULLIVAN & CROMWELL LLP

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