MASTER SMA AGREEMENTMaster Sma Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
This Master SMA Agreement (the “Agreement”), dated on November 2, 2021 and effective as of September 30, 2021 (the “Effective Date”), is by and between American General Life Insurance Company (the “Company”) and Blackstone ISG-I Advisors L.L.C. (the “Investment Manager”). Notwithstanding anything to the contrary herein, for all purposes hereunder, this Agreement shall be effective on September 30, 2021 and any reference to the “Effective Date,” “the date hereof” or “the date first written above,” shall be deemed to be references to September 30, 2021, as the context so requires.
AMENDED AND RESTATED COMBINATION COINSURANCE AND MODIFIED COINSURANCE AGREEMENT by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY and FORTITUDE REINSURANCE COMPANY, LTD. Originally Effective January 1, 2017Combination Coinsurance and Modified Coinsurance Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
THIS AMENDED AND RESTATED COMBINATION COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is effective as of 12:00:01 a.m. Eastern Time on June 1, 2020 (the “Amendment Date”) by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas-domiciled life insurance company (the “Ceding Company”), and FORTITUDE REINSURANCE COMPANY, LTD., a Bermuda-domiciled reinsurance company (the “Reinsurer”), which has been executed and delivered by the Parties hereto on this 2nd day of June 2020. For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together, the “Parties”.
AMERICAN INTERNATIONAL GROUP, INC. LONG TERM INCENTIVE PLAN LTI AWARD AGREEMENTLti Award Agreement • May 17th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
3-YEAR DELAYED DRAW TERM LOAN AGREEMENT dated as of February 25, 2022 among SAFG retirement services, Inc. The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., CITIBANK,...Assignment and Assumption • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
3-YEAR DELAYED DRAW TERM LOAN AGREEMENT, dated as of February 25, 2022 among SAFG RETIREMENT SERVICES, Inc., a Delaware corporation (the “Company”), as borrower, the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (this “Agreement”).
Corebridge Financial, Inc. 35,000,000 SHARES OF COMMON STOCK Underwriting AgreementCorebridge Financial, Inc. • December 5th, 2023 • Life insurance
The undersigned understands that you, as representative of the several Underwriters (the “Representative”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Corebridge Financial, Inc., a Delaware corporation (the “Company”) and American International Group, Inc., providing for the follow-on public offering (the “Public Offering”) by the Representative, of common stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To the extent there are no additional Underwriters listed on Schedule I to the Underwriting Agreement other than J.P. Morgan Securities LLC, the term Representative as used herein shall mean J.P. Morgan Securities LLC, as Underwriter.
STOCK PURCHASE AGREEMENT BY AND BETWEEN AMERICAN INTERNATIONAL GROUP, INC. AND ARGON HOLDCO LLC DATED AS OF JULY 14, 2021Stock Purchase Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • Delaware
This STOCK PURCHASE AGREEMENT, dated as of July 14, 2021 (this “Agreement”), is made by and between American International Group, Inc., a Delaware corporation (“Seller”), and Argon Holdco LLC, a Delaware limited liability company (“Buyer”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, GRANTBACK LICENSE AND AIG LICENSEIntellectual Property Assignment Agreement • June 13th, 2022 • Corebridge Financial, Inc. • Life insurance • Delaware
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, GRANTBACK LICENSE AND AIG LICENSE (“Agreement”), effective as of the date of the Separation Agreement (the “Separation Agreement”), is made by and between American International Group, Inc. (“AIG”), a Delaware corporation, (“Seller”), on the one hand, and Corebridge Financial, Inc., a Delaware corporation (“Buyer”), on the other. As part of this Agreement, there will also be a GRANTBACK LICENSE between Buyer and Seller as well as an AIG LICENSE from Seller to Buyer for the AIG trademark and certain trademarks containing “AIG” together with other elements, as is detailed below.
AMENDED AND RESTATED MODIFIED COINSURANCE AGREEMENT by and between THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK and FORTITUDE REINSURANCE COMPANY, LTD. Originally Effective January 1, 2017Modified Coinsurance Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
THIS AMENDED AND RESTATED MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is effective as of 12:00:01 a.m. Eastern Time on June 1, 2020 (the “Amendment Date”) by and between THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York-domiciled life insurance company (the “Ceding Company”), and FORTITUDE REINSURANCE COMPANY, LTD., a Bermuda-domiciled reinsurance company (the “Reinsurer”), which has been executed and delivered by the Parties hereto on this 2nd day of June 2020. For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together, the “Parties”.
NON-SOLICITATION AND NON-DISCLOSURE AGREEMENTNon-Solicitation and Non-Disclosure Agreement • May 17th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
AMERICAN INTERNATIONAL GROUP, INC. LONG TERM INCENTIVE PLAN LTI AWARD AGREEMENTLti Award Agreement • May 17th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
STOCKHOLDERS AGREEMENT by and amongStockholders Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 2, 2021, is by and among SAFG Retirement Services, Inc., a Delaware corporation (the “Company”), American International Group, Inc., a Delaware corporation (“AIG”), and Argon Holdco LLC, a Delaware limited liability company (the “Stockholder”).
COREBRIDGE FINANCIAL, INC. Seventh Supplemental Indenture Dated as of September 15, 2023 (Supplemental to Indenture Dated as of April 5, 2022) THE BANK OF NEW YORK MELLON as TrusteeCorebridge Financial, Inc. • September 15th, 2023 • Life insurance • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 15, 2023 (the “Seventh Supplemental Indenture”), between Corebridge Financial, 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”);
GRANTBACK LICENSE AGREEMENTGrantback License Agreement • June 13th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
This Agreement is by and between Corebridge Financial, Inc., a Delaware corporation (“LICENSOR”) and American International Group, Inc., a Delaware corporation (“LICENSEE”). This Agreement is effective as of the Effective Date of the Separation Agreement entered into between the parties hereto.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 13th, 2022 • Corebridge Financial, Inc. • Life insurance
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated and effective as of [●], 2022, is entered into by and between American International Group, Inc., a Delaware corporation (“AIG”), and Corebridge Financial, Inc., a Delaware corporation (the “Company”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • December 15th, 2023 • Corebridge Financial, Inc. • Life insurance • Delaware
This Share Repurchase Agreement, dated as of December 14, 2023 (this “Agreement”), is made by and among American International Group, Inc., a Delaware corporation (“AIG”), Corebridge Financial, Inc., a Delaware corporation (the “Company”), and Argon Holdco LLC, a Delaware limited liability company (“Stockholder”).
AMERICAN INTERNATIONAL GROUP, INC. LONG TERM INCENTIVE PLAN LTI AWARD AGREEMENTLti Award Agreement • May 17th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
Commitment LetterSAFG Retirement Services, Inc. • March 28th, 2022 • Life insurance • New York
Reference is also made to the Stock Purchase Agreement, dated as of July 14, 2021 (the “Signing Date”), by and between Argon Holdco LLC (“Buyer”), and AIG (the “Stock Purchase Agreement”), pursuant to which AIG shall sell and convey to Buyer, and Buyer shall purchase and acquire from AIG, an amount of shares of common stock of Parent. Notwithstanding anything to the contrary herein, for all purposes hereunder, this Agreement (as defined below) shall be effective on September 30, 2021 and any reference to the “Effective Date,” “the date hereof” or “the date first written above,” shall be deemed to be references to September 30, 2021 as the context so requires.
REGISTRATION RIGHTS AGREEMENT by and between COREBRIDGE FINANCIAL, INC. AND AMERICAN INTERNATIONAL GROUP, INC. Dated as of [●], 2022Registration Rights Agreement • May 17th, 2022 • Corebridge Financial, Inc. • Life insurance • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Corebridge Financial, Inc., a Delaware corporation (the “Company”) and American International Group, Inc., a Delaware corporation (“AIG”).
SEPARATION AGREEMENT by and between AMERICAN INTERNATIONAL GROUP, INC. and COREBRIDGE FINANCIAL, INC. Dated as of [●], 2022Separation Agreement • September 6th, 2022 • Corebridge Financial, Inc. • Life insurance • Delaware
This SEPARATION AGREEMENT, dated as of [●], 2022 (this “Agreement”), is by and between American International Group, Inc., a Delaware corporation (“AIG”), and Corebridge Financial, Inc., a Delaware corporation (“Corebridge”) (each a “Party” and, collectively, the “Parties”).
AMERICAN INTERNATIONAL GROUP, INC. RELEASE AND RESTRICTIVE COVENANT AGREEMENTRelease and Restrictive Covenant Agreement • May 17th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
This Release and Restrictive Covenant Agreement (the “Agreement”) is entered into by and between _________________________ (the “Employee”) and American International Group, Inc., a Delaware Corporation (the “Company”).
TAX MATTERS AGREEMENT by and among American International Group, Inc. and Corebridge Financial, Inc. Dated as of [•], 2022Tax Matters Agreement • June 13th, 2022 • Corebridge Financial, Inc. • Life insurance • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [•], 2022, is by and among American International Group, Inc. (“AIG”) and Corebridge Financial, Inc. (f/k/a SAFG Retirement Services, Inc.) (“Corebridge”). Each of AIG and Corebridge is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein are used as defined in Section 1.01.
LSTREET II CLASS A NOTE PURCHASE AGREEMENT ([ ])Class a Note Purchase Agreement • September 6th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
LSTREET II CLASS A NOTE PURCHASE AGREEMENT ([ ]), dated as of [ ], 2022 (this “Agreement”), between [AMERICAN GENERAL LIFE INSURANCE COMPANY] [THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK] (the “Purchaser”) and [THE VARIABLE ANNUITY LIFE INSURANCE COMPANY] [AMERICAN HOME ASSURANCE COMPANY] [LEXINGTON INSURANCE COMPANY] [NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.] (the “Noteholder” and, together with the Purchaser, the “Parties”). Capitalized terms used and not defined herein shall have the meanings set forth in the Series Supplement referred to below.
SALE, TRANSFER AND ASSIGNMENT AGREEMENT AND CROSS RECEIPT Relating to certain participation interests in residential mortgage loansTransfer and Assignment Agreement • February 24th, 2023 • Corebridge Financial, Inc. • Life insurance
This is a Sale, Transfer and Assignment Agreement (the “Agreement”) made as of December 23, 2022 between [NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA][AMERICAN HOME ASSURANCE COMPANY] (the “Assignor”) and [AMERICAN GENERAL LIFE INSURANCE COMPANY][THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK] (the “Assignee”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • September 6th, 2022 • Corebridge Financial, Inc. • Life insurance • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of September [●], 2022 and effective as of [●], 2022 (the “Effective Date”), by and among The Variable Annuity Life Insurance Company (the “Purchaser”) and American International Group, Inc. (“AIG” or “Member”).
AIG TRADEMARK LICENSE AGREEMENTAig Trademark License Agreement • June 13th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
This Agreement is by and between American International Group, Inc., a Delaware corporation (“LICENSOR”), and Corebridge Financial, Inc., a Delaware corporation (“LICENSEE”). This Agreement is effective as of the Effective Date of the Separation Agreement entered into between the parties hereto.
Corebridge Financial, Inc. $750,000,000 5.750% Senior Notes due 2034 Underwriting AgreementUnderwriting Agreement • December 8th, 2023 • Corebridge Financial, Inc. • Life insurance
Issuer: Corebridge Financial, Inc. Offering Format: SEC Registered Security Title: 5.750% Senior Notes due 2034 (the “Notes”) Expected Ratings (Moody’s/S&P/Fitch)*: Baa2 (Stable) / BBB+ (Stable) / BBB+ (Stable) Ranking: Senior Unsecured Trade Date: December 5, 2023 Settlement Date**: December 8, 2023 (T+3) Maturity Date: January 15, 2034 Aggregate Principal Amount: $750,000,000 Price to Public: 99.808% of principal amount plus accrued interest, if any, from December 8, 2023 Gross Underwriting Discount: 0.450% Net Proceeds To Issuer Before Expenses: $745,185,000 Spread to Benchmark Treasury: T + 160 bps Benchmark Treasury: UST 4.500% due November 15, 2033 Benchmark Treasury Price and Yield: 102-20 / 4.174% Coupon: 5.750% Yield to Maturity: 5.774%
AMENDMENT LETTER TO LENDERS PARTY TO THE CREDIT AGREEMENT REFERENCED BELOWCredit Agreement • May 17th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
Reference is made to the 3-Year Delayed Draw Term Loan Agreement (as amended, the “Credit Agreement”) dated as of February 25, 2022 among Corebridge Financial, Inc. (f/k/a SAFG Retirement Services, Inc.) (the “Company”), the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms used but not defined herein shall have the meanings provided in the Credit Agreement.
AMENDMENT LETTER TOCredit Agreement • November 3rd, 2023 • Corebridge Financial, Inc. • Life insurance
Reference is made to the 3-Year Delayed Draw Term Loan Agreement (as amended, the “Credit Agreement”) dated as of February 25, 2022 among Corebridge Financial, Inc. (f/k/a SAFG Retirement Services, Inc.) (the “Company”), the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms used but not defined herein shall have the meanings provided in the Credit Agreement.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN AMERICAN INTERNATIONAL GROUP, INC. AND COREBRIDGE FINANCIAL, INC. DATED AS OF [●], 2022Employee Matters Agreement • June 13th, 2022 • Corebridge Financial, Inc. • Life insurance
This EMPLOYEE MATTERS AGREEMENT, dated as of [●], 2022 (this “Agreement”), is by and between Corebridge Financial, Inc., a Delaware corporation (“Corebridge”), and American International Group, Inc., a Delaware corporation (“AIG”) (each a “Party” and, collectively, the “Parties”).
GUARANTEE REIMBURSEMENT AGREEMENTGuarantee Reimbursement Agreement • September 6th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
COREBRIDGE FINANCIAL, INC. LONG TERM INCENTIVE PLAN LTI AWARD AGREEMENTLong Term Incentive Plan • June 13th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
AMERICAN INTERNATIONAL GROUP, INC. LONG TERM INCENTIVE PLAN ● LTI STOCK OPTION AWARD AGREEMENTLti Stock Option Award Agreement • May 17th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
COLLATERAL AGREEMENTCollateral Agreement • September 6th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
This Collateral Agreement (this “Agreement”) is made as of ____________, 2022 by and between AIG Life Holdings, Inc., a Texas corporation (“AIG Life Holdings”) and Corebridge Financial, Inc. (the “Parent” and, together with AIG Life Holdings, the “Pledgors”), and American International Group, Inc., a Delaware corporation (the “Guarantor”), in connection with the Guarantee Reimbursement Agreement, dated the date hereof, by and between the Pledgors and the Guarantor (as further amended, restated, supplemented or otherwise modified from time to time, the “Guarantee Reimbursement Agreement”) and the Guarantor’s guarantee of the obligations of AIG Life Holdings to pay principal, interest and premium (such payment obligations, the “Guaranteed Obligations”), if any, on AIG Life Holdings’ (a) 7 ½% Notes due 2025, (b) 6 5/8% Notes due 2029, (c) 8 ½% Junior Subordinated Debentures due 2030, (d) 7.57% Junior Subordinated Deferrable Interest Debentures, Series A, and (e) 8 1/8% Junior Subordinated
Corebridge Financial, Inc. [●] SHARES OF COMMON STOCK Underwriting AgreementUnderwriting Agreement • August 16th, 2022 • Corebridge Financial, Inc. • Life insurance • New York
COREBRIDGE FINANCIAL, INC. (“COREBRIDGE”) DEFERRED STOCK UNITS AWARD AGREEMENT [INSERT NON-EMPLOYEE DIRECTOR NAME]Award Agreement • June 13th, 2022 • Corebridge Financial, Inc. • Life insurance • Delaware
This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of [insert amount] deferred stock units (“DSUs”) granted to you under the Corebridge Financial, Inc. 2022 Omnibus Incentive Plan (as amended and restated from time to time, the “Plan”) on [insert date] (the “Grant Date”).
