Exhibit 1.2
[Transatlantic Holdings, Inc.
letterhead]
December 7, 2005
American International Group, Inc.
70 Pine Street
New York, NY 10270
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Re: Transatlantic Holdings, Inc. –
Offering of Senior Notes
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Ladies and Gentlemen:
This letter agreement sets forth the
terms under which certain subsidiaries of American International
Group, Inc., a Delaware corporation (“AIG”), will
participate in the proposed offering (the “Debt
Offering”) by Transatlantic Holdings, Inc., a Delaware
corporation (the “Company”), of up to $750,000,000 in
aggregate principal amount of 5.75% Senior Notes due 2015 (the
“Senior Notes”). AIG shall designate such subsidiaries
(the “Designated Subsidiaries”) by written notice to
the Company no later than 1 business day prior to closing of the
Debt Offering. A complete list of the subsidiaries which may be
designated is set forth in Annex A attached hereto.
Of the $750,000,000 in aggregate
principal amount of Senior Notes offered by the Company in the Debt
Offering, $300,000,000 in aggregate principal amount of Senior
Notes (the “Underwritten Notes”) will be purchased by
Banc of America Securities LLC and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated in a firm commitment
underwriting.
The Company hereby agrees that,
contingent upon the consummation of the offering of the
Underwritten Notes, it shall sell and deliver to the Designated
Subsidiaries at the time of the delivery of the Underwritten Notes,
and the Designated Subsidiaries agree that at such time they shall
purchase from the Company, $450,000,000 in aggregate principal
amount of Senior Notes (the “AIG Notes”) at a purchase
price of 99.512% of the aggregate principal amount thereof. The
obligation of the Designated Subsidiaries of AIG to purchase the
Senior Notes is conditioned on the satisfaction, without waiver or
amend
