Item 1.01. Entry Into a Material Definitive Agreement.
On January 16, 2009, American International Group, Inc. ("AIG") entered into an Undertaking to Advance and Reimburse Expenses (the "Undertaking") in favor of the AIG Credit Facility Trust (the "Trust") and the Federal Reserve Bank of New York (the "FRBNY"). Under the Undertaking, AIG is obligated to advance monies to the Trust to cover Trust expenses and to reimburse the FRBNY for payments the FRBNY is required to make in the event the Trust cannot immediately make indemnification payments to the trustees. AIG is entitled to be reimbursed for these advances and reimbursements in the manner set forth in Section 2.06 of the AIG Credit Facility Trust Agreement, dated as of January 16, 2009, among the FRBNY and Jill M. Considine, Chester B. Feldberg and Douglas L. Foshee, as Trustees (the "Trust Agreement").
The Trust Agreement, including the Undertaking, is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference into this Item 1.01.
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 10.1 AIG Credit Facility Trust Agreement, dated as of January 16, 2009, among Federal Reserve Bank of New York and Jill M. Considine, Chester B. Feldberg and Douglas L. Foshee, as Trustees.

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