DEMAND PROMISSORY
NOTE
$750,000,000
EFFECTIVE
DATE: August 11, 2009
For valuable consideration, receipt of
which is hereby acknowledged, American International Group, Inc., a
Delaware corporation (“Borrower”), hereby
unconditionally promises to pay to the order of American General
Finance Corporation, an Indiana corporation (“AGF”), in
legal currency of the United States of America and in immediately
available funds, the principal sum of Seven Hundred and Fifty
Million Dollars ($750,000,000.00) or, if less, the aggregate unpaid
principal amount of all loans made by AGF to the Borrower pursuant
to this Note. This Note is issued pursuant to a Demand Note
Agreement dated as of March 24, 2009, executed between AGF and
Borrower (the “Agreement”). Borrower further
agrees to pay interest in like manner upon the unpaid principal
amount hereof until such principal balance referenced in this Note
has been paid in full at an interest rate as set forth in the
Agreement (but in no event shall such rate be higher than the
maximum rate permitted by law).
Interest shall be payable monthly on the
fifteenth (15 th ) day of each month (hereinafter
referred to as the “Interest Payment Dates”) until such
time as the unpaid principal balance referenced in this Note is
paid in full. Daily interest shall be computed based upon the
actual days elapsed in a year of three hundred sixty (360) days.
Interest shall be compounded on
