Ninth Supplemental Indenture

Exhibit 4.2

AMERICAN INTERNATIONAL GROUP, INC.

Ninth Supplemental Indenture

Dated as of May 20, 2008

(Supplemental to the Junior Subordinated Debt Indenture Dated as of March 13, 2007)

THE BANK OF NEW YORK,
as Trustee

     NINTH SUPPLEMENTAL INDENTURE, dated as of May 20, 2008, 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, 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 Trustee a Junior Subordinated Debt Indenture, dated as of March 13, 2007 (the “ Indenture ”), providing for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein and therein called the “ Securities ”), to be issued in one or more series as provided in the Indenture;

     WHEREAS, Section 901 of the Indenture permits the Company and the Trustee to enter into an indenture supplemental to the Indenture to establish the form and terms of a series of Securities;

     WHEREAS, Section 201 of the Indenture permits the form of Securities of a series to be established in an indenture supplemental to the Indenture;

     WHEREAS, Section 301 of the Indenture permits certain terms of a series of Securities to be established pursuant to an indenture supplemental to the Indenture;

     WHEREAS, pursuant to Sections 201 and 301 of the Indenture, the Company desires to provide for the establishment of a new series of Securities under the Indenture, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Ninth Supplemental Indenture;

     WHEREAS, all things necessary to make this Ninth Supplemental Indenture a valid agreement of the Company, in accordance with its terms, have been done;

     NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities of the series established by this Ninth Supplemental Indenture by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all such Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.1 Relation to Indenture

     This Ninth Supplemental Indenture constitutes a part of the Indenture (the provisions of which, as modified by this Ninth Supplemental Indenture, shall apply to the Debentures) in respect of the Debentures but shall not modify, amend or otherwise affect the Indenture insofar as it relates to any other series of Securities or modify, amend or otherwise affect in any manner the terms and conditions of the Securities of any other series.

Section 1.2 Definitions

     For all purposes of this Ninth Supplemental Indenture, the capitalized terms used herein (i) which are defined in this Section 1.2 have the respective meanings assigned hereto in this Section 1.2 and (ii) which are defined in the Indenture (and which are not defined in this Section 1.2) have the respective meanings assigned thereto in the Indenture. For all purposes of this Ninth Supplemental Indenture:

     1.2.1 Unless the context otherwise requires, any reference to an Article or Section refers to an Article or Section, as the case may be, of this Ninth Supplemental Indenture;

     1.2.2 The words “herein”, “hereof” and “hereunder” and words of similar import refer to this Ninth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and

     1.2.3 (a) The terms defined in this Section 1.2.3 have the meanings assigned to them in this Section and include the plural as well as the singular:

     “ Adjusted Treasury Rate ” means, with respect to any Redemption Date, the rate per annum equal to the quarterly equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

     “ Agent Member ” means any member of, or participant in, the Depositary.

     “ APM Commencement Date ” means, with respect to any Deferral Period, the earlier of (i) the Business Day following the fifth anniversary of the commencement of such Deferral Period and (ii) the first Interest Payment Date following the commencement of such Deferral Period on which the Company pays any current interest on the Debentures.

     “ APM Common Stock ” means shares of Common Stock, including any shares of Common Stock held in treasury, and any shares of Common Stock sold pursuant to the Company’s dividend reinvestment or similar plan or sold pursuant to any Employee Benefit Plan.

     “ APM Qualifying Securities ” means APM Common Stock, Qualifying Warrants, Qualifying Non-Cumulative Preferred Stock and Mandatorily Convertible Preferred Stock; provided that, subject to Section 2.1(h), the Company may amend the definition of APM Qualifying Securities to eliminate APM Common Stock, Qualifying Warrants or Mandatorily Convertible Preferred Stock (but not both APM Common Stock and Qualifying Warrants) from the definition if, after May 13, 2008, an accounting standard or interpretive guidance of an existing standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective so that there is more than an insubstantial risk that the failure to do so would result in a reduction in the Company’s earnings per share as calculated for financial reporting purposes.

     “ Applicable Procedures ” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Debenture, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect at the time of such transfer or transaction.

     “ Assurance Agreement ” means the agreement of the Company, dated as of June 27, 2005, in favor of eligible employees and relating to specified obligations of Starr International Company, Inc. (as such agreement may be amended, supplemented, extended, modified or replaced from time to time).

     “ Available Shares ” has the meaning set forth in Section 2.1(h).

     “ Bankruptcy Event ” means an Event of Default set forth in Sections 501(5) or (6) of the Indenture.

     “ Business Combination ” means a merger, consolidation, amalgamation, binding share exchange or conveyance, transfer or lease of assets substantially as an entirety to any other Person or a similar transaction.

     “ Business Day ” is any day, other than (i) a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or (ii) on or after May 15, 2038, a day that is not a London Banking Day.

     “ Calculation Agent ” means AIG Financial Products Corp., or any other firm appointed by the Company, acting as calculation agent for the Debentures. Any successor or substitute Calculation Agent may be an Affiliate of the Company.

     “ Capital Stock ” for any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) shares issued by that Person.

     “ Clearstream ” means Clearstream Banking, société anonyme, Luxembourg (or any successor securities clearing agency).

     “ Closing Date ” means May 20, 2008.

     “ Commercially Reasonable Efforts ” means, for purposes of selling APM Qualifying Securities or Qualifying Capital Securities, commercially reasonable efforts to complete the offer and sale of APM Qualifying Securities or Qualifying Capital Securities, as applicable, to third parties that are not Subsidiaries of the Company in public offerings or private placements. The Company shall not be considered to have made Commercially Reasonable Efforts to effect a sale of APM Qualifying Securities or Qualifying Capital Securities, as applicable, if it determines not to pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations.

     “ Common Stock ” means the common stock, par value $2.50 per share, of the Company.

     “ Comparable Treasury Issue ” means the U.S. Treasury security selected by an independent investment bank selected by the Calculation Agent as having a maturity comparable to the term remaining from the Redemption Date to May 15, 2038 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity.

     “ Comparable Treasury Price ” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption Date.

     “ Continuing Director ” means a director who was a director of the Company at the time of the initial approval of the definitive agreement relating to a Business Combination transaction by the Company’s Board of Directors.

     “ Current Stock Market Price ” of the APM Common Stock on any date shall mean (i) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Common Stock is traded, or (ii) if the Common Stock is not listed on any U.S. securities exchange on the relevant date, the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

     “ Debentures ” has the meaning set forth in Section 2.1(a).

     “ Deferral Period ” means each period beginning on an Interest Payment Date with respect to which the Company either (A) elects pursuant to Section 2.1(g) to defer all or part of any interest payment due on an Interest Payment Date or (B) fails to pay all or any part of any interest payment due on an Interest Payment Date within five Business Days after the Interest Payment Date and ending on the earlier of (i) the tenth anniversary of such Interest Payment Date and (ii) the next Interest Payment Date on which the Company has paid all accrued and previously unpaid interest on the Debentures.

     “ Depositary ” means, with respect to the Debentures issuable or issued in whole or in part in the form of one or more Global Securities, DTC, for so long as it shall be a clearing agency registered under the Exchange Act, or such successor (which shall be a clearing agency registered under the Exchange Act) as the Company shall designate from time to time in an Officers’ Certificate delivered to the Trustee.

     “ DTC ” means The Depository Trust Company.

     “ Eligible APM Proceeds ” means, with respect to any Interest Payment Date, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale) that the Company has received during the 180-days prior to the related Interest Payment Date from the issuance or sale of APM Qualifying Securities to Persons that are not Subsidiaries, up to the Maximum Share Number in the case of APM Qualifying Securities that are APM Common Stock or Mandatorily Convertible Preferred Stock, up to the Maximum Warrant Number in the case of APM Qualifying Securities that are Qualifying Warrants, and up to the Preferred Stock Issuance Cap in the case of APM Qualifying Securities that are Qualifying Non-Cumulative Preferred Stock or Mandatorily Convertible Preferred Stock. This includes, without limitation, sales pursuant to any dividend reinvestment or similar plan and sales made pursuant to any Employee Benefit Plan.

     “ Eligible Repayment Proceeds ” means, with respect to any Repayment Date, the Applicable Percentage of the net proceeds the Company has received from the issuance of Qualifying Capital Securities that the Company has sold during a 180-day period ending on a notice date not more than 30 or less than 10 Business Days prior to such Repayment Date.

     “ Employee Benefit Plan ” means any written purchase, savings, option, bonus, appreciation, profit sharing, thrift, incentive, pension or similar plan or arrangement or any written compensatory contract or arrangement.

     “ Enforcement Event ” means any one of the following events:

     (1) failure by the Company to observe, satisfy or perform any of the covenants or agreements contained in this Ninth Supplemental Indenture or the Indenture (other than (i) any covenant or agreement in the Indenture expressly declared inapplicable

herein, (ii) a covenant or agreement in respect of the Debentures a default in whose observance, satisfaction or performance is elsewhere specifically dealt with in this Ninth Supplemental Indenture or the Indenture (including without limitation Article X of the Indenture), or (iii) an event which is, or with the passage of time and/or giving of notice would result in, an Event of Default) on the part of the Company in respect of the Debentures that continues following a period of 60 days after the date on which written notice of such failure, requiring the Company to remedy the same and stating that it is a notice with respect to an Enforcement Event hereunder, shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the Holders of at least a majority in the aggregate principal amount of the Debentures at the time Outstanding; or

     (2) unless otherwise provided for in Section 2.1(d), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient Eligible Repayment Proceeds as required by Section 2.1(d); or

     (3) the Company’s failure (a) to use Commercially Reasonable Efforts to raise Eligible APM Proceeds, or (b) to pay deferred interest on the Debentures, in either case as required by Section 2.1(h) or (i).

     “ Equity Units ” means the units, initially consisting of contracts to purchase shares of Common Stock and junior subordinated debentures, issued by the Company and as described in the Company’s prospectus supplement dated May 12, 2008.

     “ Euroclear ” means the Euroclear Bank S.A./N.V. (or any successor securities clearing agency), as operator of the Euroclear System.

     “ Exchange Debentures ” means the Debentures issued pursuant to the Exchange Offer. The Exchange Debentures shall be deemed to constitute the same series as the Original Debentures for which they are exchanged.

     “ Exchange Offer ” has the meaning specified in the form of Debenture contained in Annex A.

     “ Final Maturity Date ” has the meaning set forth in Section 2.1(d)(iii).

     “ Fixed Commitments ” has the meaning set forth in Section 2.1(h).

     “ Global Security ” means any certificated Debenture in global form evidencing all or part of the Debentures, issued to the Depositary, and registered in the name of the Depositary or its nominee. The Restricted Global Security, the Regulation S Global Security and the Unrestricted Global Security shall each be a Global Security.

     “ Indebtedness ” means all indebtedness and obligations (other than the Debentures) of, or Guaranteed or assumed by, the Company that (i) are for borrowed money or (ii) are evidenced by bonds, debentures, notes or other similar instruments.

     “ Indenture ” has the meaning set forth in the Recitals.

     “ Initial Purchasers ” means Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., Lehman Brothers Inc., Mitsubishi UFJ Securities International plc, Mizuho Securities USA Inc., Daiwa Securities America Inc., RBC Capital Markets Corporation, Santander Investment Securities Inc., KeyBanc Capital Markets, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC, ANZ Securities, Inc., nabCapital Securities, LLC, BMO Capital Markets Corp., TD Securities (USA) LLC, ING Bank N.V., Calyon Securities, SunTrust Robinson Humphrey, Inc., NatCity Investments, Inc., BBVA Securities, Inc. and CIBC World Markets Corp.

     “ interest ” means, when used with reference to the Debentures, any interest payable under the terms of the Debentures, including (unless context otherwise requires) Special Interest, if any.

     “ Interest Payment Date ” has the meaning set forth in Section 2.1(e).

     “ Interest Period ” means the period from and including any Interest Payment Date (or, in the case of the first Interest Payment Date, May 20, 2008) to but excluding the next Interest Payment Date.

     “ LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Interest Period.

     “ London Banking Day ” means any day on which dealings in dollars are transacted in the London interbank market.

     “ Make-Whole Redemption Price ” means:

     (a) 100% of the principal amount of the Debentures to be redeemed; or

     (b) if greater, the sum, as determined by the Calculation Agent, of the present values of the remaining scheduled payments of principal (assuming for this purpose that the Debentures are to be redeemed at their principal amount on May 15, 2038) discounted from May 15, 2038 and interest thereon that would have been payable to and including May 15, 2038 (not including any portion of such payments of interest accrued to the Redemption Date) discounted from the relevant Interest Payment Date to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.50%;

plus , in either case, accrued and unpaid interest on the Debentures to be redeemed to the Redemption Date.

     “ Mandatorily Convertible Preferred Stock ” means cumulative preferred stock with (a) no prepayment obligation on the part of the Company, whether at the election of

the holders or otherwise, and (b) a requirement that the preferred stock converts into Common Stock within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock, subject to customary anti-dilution adjustments.

     “ Market Disruption Event ” means, for purposes of sales of APM Qualifying Securities pursuant to Section 2.1(h) or sales of Qualifying Capital Securities pursuant to Section 2.1(d), as applicable (collectively, the “ Permitted Securities ”), the occurrence or existence of any of the following events or sets of circumstances:

     (a) trading in securities generally (or in the Company’s Capital Stock specifically) on the New York Stock Exchange or any other national securities exchange, or in the over-the-counter market, on which the Company’s Capital Stock is then listed or traded shall have been suspended or its settlement generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the relevant regulatory body or governmental agency having jurisdiction that materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, Permitted Securities;

     (b) the Company would be required to obtain the consent or approval of its stockholders or the consent or approval of, license from, or registration with, a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue and sell Permitted Securities, and the Company fails to obtain that consent or approval or to receive such license or effect such registration notwithstanding its commercially reasonable efforts to obtain that consent, approval, license or registration;

     (c) an event occurs and is continuing as a result of which the offering document for the offer and sale of Permitted Securities would, in the Company’s reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated in that offering document or necessary to make the statements in that offering document not misleading, provided that (i) one or more events described under this clause (c) shall not constitute a Market Disruption Event with respect to a period of more than 90 days in any 180-day period and (ii) multiple suspension periods contemplated by this clause (c) shall not exceed an aggregate of 180 days in any 360-day period;

     (d) the Company reasonably believes that the offering document for the offer and the sale of Permitted Securities would not be in compliance with a rule or regulation of the Commission (for reasons other than those referred to in clause (c) of this definition) and the Company is unable to comply with such rule or regulation or such compliance is unduly burdensome, provided that (i) one or more events described under this clause (d) shall not constitute a Market Disruption Event with respect to a period of more than 90 days in any 180-day period and (ii) multiple suspension periods contemplated by this clause (d) shall not exceed an aggregate of 180 days in any 360-day period;

     (e) a banking moratorium shall have been declared by the federal or state authorities of the United States that results in a material disruption of any of the markets on which Permitted Securities are trading;

     (f) a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States;

     (g) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other national or international calamity or crisis, such that market trading in the Company’s Capital Stock has been materially disrupted; or

     (h) there shall have occurred such a material adverse change in general domestic or international economic, political or financial conditions, including, without limitation, as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States, that materially disrupts the capital markets such as to make it, in the Company’s judgment, impracticable or inadvisable to proceed with the offer and sale of Permitted Securities.

     “ Maximum Share Number ” has the meaning set forth in Section 2.1(h).

     “ Maximum Warrant Number ” has the meaning set forth in Section 2.1(h).

     “ Original Debentures ” means all Debentures other than Exchange Debentures and Unrestricted Debentures.

     “ Outstanding ” has the meaning set forth in Section 2.1(d)(iv).

     “ Outstanding Parity Securities ” has the meaning set forth in Section 2.1(u)(iv).

     “ pari passu ”, as applied to the ranking of any obligation of a Person in relation to any other obligation of such Person, means in any bankruptcy, insolvency or receivership proceeding that each such obligation either (i) is not subordinated or junior in right of payment to any other obligation or (ii) is subordinate or junior in right of payment to the same obligations as is the other, and is so subordinate or junior to the same extent, and is not subordinate or junior in right of payment to each other or to any obligation as to which the other is not so subordinate or junior.

     “ Preferred Stock Issuance Cap ” has the meaning set forth in Section 2.1(i)(1).

     “ Qualifying Non-Cumulative Preferred Stock ” means the Company’s non-cumulative perpetual preferred stock that (i) contains no remedies other than Permitted Remedies and (ii)(a) is redeemable, but is subject to Intent-Based Replacement Disclosure, and has a provision that provides for mandatory suspension of distributions

upon its failure to satisfy one or more financial tests set forth therein or (b) is subject to a replacement capital covenant substantially similar to the Replacement Capital Covenant.

     “ Qualifying Warrants ” means net share settled warrants to purchase shares of APM Common Stock that (i) have an exercise price per share greater than the Current Stock Market Price as of the date of pricing thereof, and (ii) the Company is not entitled to redeem for cash and the holders of which are not entitled to require the Company to repurchase for cash in any circumstances.

     “ Rating Agency ” means any nationally recognized statistical rating organization as defined in Section 3(a)(62) of the Exchange Act (or any successor provision), that publishes a rating for the Company on the relevant date.

     “ Rating Agency Event ” means that any Rating Agency amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Debentures, which amendment, clarification or change results in:

     (a) the shortening of the length of time the Debentures are assigned a particular level of equity credit by that Rating Agency as compared to the length of time they would have been assigned that level of equity credit by that Rating Agency or its predecessor on May 20, 2008; or

     (b) the lowering of the equity credit (including up to a lesser amount) assigned to the Debentures by that Rating Agency as compared to the equity credit assigned by that Rating Agency or its predecessor on May 20, 2008.

     “ Reference Treasury Dealer ” means each of Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. or their respective successors; provided , however , that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “ Primary Treasury Dealer ”), the Company shall substitute therefor another Primary Treasury Dealer; and any other Primary Treasury Dealer selected by the Calculation Agent after consultation with the Company.

     “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Calculation Agent, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent by that Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.

      “ Registration Rights Agreement ” means the Exchange and Registration Rights Agreement, dated as of May 20, 2008, by and among the Company and the Initial Purchasers.

     “ Regular Record Date ” for the payment of any current interest payable on any Interest Payment Date, the date specified in Section 2.1(f) and for the payment of deferred interest, the date specified in Section 2.1(g)(ii).

     “ Regulation S ” means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time.

     “ Regulation S Debentures ” means all Debentures initially distributed in connection with the offering of the Debentures by the Initial Purchasers in reliance upon Regulation S.

     “ Regulation S Global Security ” has the meaning specified in Section 2.1(c).

     “ Regulation S Legend ” means a legend substantially in the form of the legend required in the form of Debenture set forth in Annex A to be placed upon each Regulation S Debenture.

     “ Repayment Date ” means the Scheduled Maturity Date and each Interest Payment Date thereafter until the Company shall have repaid, redeemed, defeased or otherwise acquired all of the Debentures.

     “ Replacement Capital Covenant ” means the replacement capital covenant, dated as of May 20, 2008, of the Company, as the same may be amended or supplemented from time to time in accordance with the provisions hereof and thereof.

     “ Restricted Global Security ” has the meaning specified in Section 2.1(c).

     “ Restricted Period ” means the period of 41 consecutive days beginning on the later of (i) the day on which Debentures are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the Closing Date, except that any offer or sale by a distributor (as defined in Regulation S) of an unsold allotment shall be deemed to be made during the Restricted Period.

     “ Restricted Securities Certificate ” means a certificate substantially in the form set forth in Annex B.

     “ Restricted Security Legend ” means a legend substantially in the form of the legend required in the form of Debenture set forth in Annex A to be placed upon each Rule 144A Debenture.

     “ Reuters Screen LIBOR01 ” means the display designated on Reuters Screen LIBOR01 (or such other page or service as may replace the Reuters Screen LIBOR01 as selected by the Calculation Agent for the purposes of displaying Three-month LIBOR interest rates of major banks or, if not available, such other page and service as may be selected by the Calculation Agent from time to time).

     “ Rule 144A ” means Rule 144A under the Securities Act (including any successor rule thereto), as the same may be amended from time to time.

     “ Rule 144A Debentures ” means all Debentures initially distributed in connection with the offering of the Debentures by the Initial Purchasers in reliance upon Rule 144A.

     “ Scheduled Maturity Date ” has the meaning set forth in Section 2.1(d).

     “ Securities ” has the meaning set forth in the Recitals.

     “ Securities Act Legend ” means the Restricted Securities Legend and/or the Regulation S Legend, as applicable.

     “ Special Interest ” means all amounts, if any, payable pursuant to Section 2(c) of the Registration Rights Agreement.

     “ Stock and Warrant Issuance Cap ” has the meaning set forth in Section 2.1(i)(1).

     “ Tax Event ” means that the Company has requested and received an Opinion of Counsel (which counsel need not be satisfactory to the Trustee) experienced in such matters to the effect that, as a result of any:

     (a) amendment to or change in the laws or regulations of the United States or any political subdivision or taxing authority of or in the United States that is enacted or becomes effective after May 13, 2008;

     (b) proposed change in those laws or regulations that is announced after May 13, 2008;

     (c) official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after May 13, 2008; or

     (d) threatened challenge asserted in connection with an audit of the Company, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Debentures;

there is more than an insubstantial risk that interest payable by the Company on the Debentures is not, or will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.

     “ Three-month LIBOR ” means, with respect to any quarterly Interest Period, the rate (expressed as a percentage per annum and determined by the Calculation Agent) for deposits in U.S. dollars for a three-month period commencing on the first day of that Interest Period that appears on Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Interest Period. If such rate does not appear

on Reuters Screen LIBOR01, Three-month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Interest Period are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Interest Period, in an amount that, in the Calculation Agent’s judgment, is representative of a single transaction in that market at that time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York City selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the first day of that Interest Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Interest Period and in an amount that, in the Calculation Agent’s judgment, is representative of a single transaction in that market at that time. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Interest Period will be the same as Three-month LIBOR as determined for the previous Interest Period or, in the case of the Interest Period beginning on May 15, 2038, 2.676%. The establishment of Three-month LIBOR for each Interest Period by the Calculation Agent shall (in the absence of manifest error) be final and binding.

     “ Unrestricted Debenture ” means any Debenture represented by the Unrestricted Global Security.

     “ Unrestricted Global Security ” means a Global Security that does not contain a Securities Act Legend. On the Closing Date, the Unrestricted Global Security will have an initial principal amount of zero.

     “ Unrestricted Securities Certificate ” means a certificate substantially in the form set forth in Annex C.

     “ Voting Stock ” means equity securities which ordinarily have voting power for the election of directors, whether at all times or only so long as no senior class of equity securities has such voting power by reason of any contingency.

     (b) “Applicable Percentage”, “Intent-Based Replacement Disclosure”, “Permitted Remedies” and “Qualifying Capital Securities” shall have the respective meanings set forth in the Replacement Capital Covenant as in effect on the date hereof and as it may be amended pursuant to its terms consistent with Section 2.1(r).

ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1 Terms of Debentures

     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 Securities of this series shall be known and designated as the “8.175% Series A-6 Junior Subordinated Debentures” of the Company (the “ Debentures ”). The CUSIP numbers for the Debentures are U02687 BW7 (Reg S) and 026874 BR7 (144A).

     (b)  Aggregate Principal Amount . The maximum aggregate principal amount of the Debentures that may be authenticated and delivered under the Indenture and this Ninth Supplemental Indenture is $4,000,000,000 (except for Debentures authenticated and delivered upon registration of transfer of, or exchange for, or in lieu of, other Debentures pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Section 3.5 of this Ninth Supplemental Indenture).

     (c)  Form and Denominations . The Debentures will be issued only in fully registered form, and the authorized denominations of the Debentures shall be $1,000 principal amount and integral multiples of $1,000 in excess thereof. The Debentures will initially be issued in the form of one or more Global Securities substantially in the form of Annex A (attached hereto), with such modifications thereto as may be approved by the authorized officer executing the same. The Debentures will be denominated in U.S. dollars and payments of principal and interest will be made in U.S. dollars.

     Upon their original issuance, the Rule 144A Debentures and the Regulation S Debentures shall be issued in the form of separate Global Securities registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary, for credit by the Depositary to the respective accounts of beneficial owners of the Debentures represented thereby (or such other accounts as they may direct). Each such Global Security will constitute a single Security for all purposes of the Indenture. The Global Securities representing Rule 144A Debentures are collectively herein called the “ Restricted Global Securities .” The Global Securities representing Regulation S Debentures are collectively herein called the “ Regulation S Global Securities .”

     All Exchange Debentures issued upon any exchange of the Original Debentures (as described in Annex A) shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Original Debentures surrendered upon such exchange. Subject to the second paragraph of Section 307 of the Indenture, each Exchange Debenture delivered in exchange for an

Original Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such Original Debenture.

     (d)  Scheduled Maturity Date .

     (e)  Rate of Interest . The Debentures shall bear interest on their principal amount (i) from and including May 20, 2008 to but excluding May 15, 2038 at the rate of 8.175% per annum , computed on the basis of a 360-day year comprised of twelve 30-day

months, and (ii) thereafter at an annual rate equal to Three-month LIBOR plus 4.195%, computed on the basis of a 360-day year and the actual number of days elapsed. All percentages resulting from any calculation of Three-month LIBOR will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point. Subject to Sections 2.1(g) and (h): in the case of Section 2.1(e)(i), interest on the Debentures shall be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2008 and in the case of Section 2.1(e)(ii), interest on the Debentures shall be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2038 (each such date, an “ Interest Payment Date ”). In the event any Interest Payment Date on or before May 15 , 2038 falls on a day that is not a Business Day, the interest payment due on that date will be postponed to the next day that is a Business Day and no interest shall accrue as a result of such postponement. If any Interest Payment Date after May 15, 2038 would otherwise fall on a day that is not a Business Day, such Interest Payment Date will be postponed to the following Business Day and interest will accrue to the actual Interest Payment Date, unless such postponement would cause the day to fall in the next calendar month, in which case it shall be brought forward to the immediately preceding Business Day. Any installment of interest (or portion thereof) deferred in accordance with Section 2.1(g) or otherwise unpaid shall bear additional interest, to the extent permitted by law, at the rate of interest then in effect from time to time on the Debentures, from the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date, until paid in accordance with Section 2.1(h).

     (f)  To Whom Interest is Payable . Interest (other than deferred interest which shall be payable to the Persons specified pursuant to Section 2.1(g)(ii)) shall be payable to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date, or in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to that Interest Payment Date, whether or not a Business Day.

     (g)  Option to Defer Interest Payments .