Obligation American International Group (AIG) 6.25% ( US026874BE68 ) en USD

American International Group (AIG)

100 % ▲

Etas-Unis

US026874BE68 ( en USD )

6.25% par an ( paiement semestriel )

14/03/2087

Prospectus brochure de l'obligation American International Group (AIG) US026874BE68 en USD 6.25%, échéance 14/03/2087

100 000 USD

1 000 000 000 USD

026874BE6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/09/2025 ( Dans 140 jours )

American International Group (AIG) est une société mondiale de services financiers offrant une large gamme de produits d'assurance et de gestion d'actifs, notamment l'assurance dommages, l'assurance vie et la gestion d'investissements.

L'Obligation émise par American International Group (AIG) ( Etas-Unis ) , en USD, avec le code ISIN US026874BE68, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2087

L'Obligation émise par American International Group (AIG) ( Etas-Unis ) , en USD, avec le code ISIN US026874BE68, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par American International Group (AIG) ( Etas-Unis ) , en USD, avec le code ISIN US026874BE68, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Prospectus Supplement
(To Prospectus dated July 24, 2006)

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-106040
American International Group, Inc.

$1,000,000,000
6.25% Series A-1 Junior Subordinated Debentures
Minimum denominations of $100,000 and integral multiples of $1,000 in excess
thereof
Interest is payable semi-annually, beginning September 15, 2007

The Series A-1 Junior Subordinated Debentures will bear interest on their principal amount from the date they are
issued to but excluding March 15, 2037 or, if that date is not a business day, the next business day (the "scheduled
maturity date") at the annual rate of 6.25% of their principal amount, payable semi-annually in arrears on each
March 15 and September 15, beginning on September 15, 2007, and commencing on the scheduled maturity date
at an annual rate equal to three-month LIBOR plus 2.056%, payable quarterly in arrears on each March 15,
June 15, September 15 and December 15, beginning on June 15, 2037. We have the right, on one or more
occasions, to defer the payment of interest on the Series A-1 Junior Subordinated Debentures for one or more
consecutive interest periods that do not exceed five years without being subject to our obligations under the
"alternative payment mechanism" described in this prospectus supplement and for one or more consecutive
interest periods that do not exceed 10 years without giving rise to an event of default. If we defer interest for more
than two years and then file for bankruptcy, holders will have no claim for any interest other than for the earliest
two years that remain unpaid at the time of filing.
We will be required to repay the principal amount of the Series A-1 Junior Subordinated Debentures on the
scheduled maturity date, only to the extent that we have sold "qualifying capital securities" during a 180-day
period ending on a notice date not more than 30 or less than 10 business days prior to the scheduled maturity date.
We will use our commercially reasonable efforts, subject to "market disruption events," to sell enough qualifying
capital securities to permit repayment of the Series A-1 Junior Subordinated Debentures in full on the scheduled
maturity date. If any amount is not paid on the scheduled maturity date, it will remain outstanding and bear
interest at a floating rate payable quarterly in arrears and we will continue to use our commercially reasonable
efforts to sell enough qualifying capital securities to permit the repayment of any remaining principal amount of
the Series A-1 Junior Subordinated Debentures in full. On March 15, 2087, we must pay any remaining principal
and interest on the Series A-1 Junior Subordinated Debentures in full, whether or not we have sold qualifying
capital securities.

The Series A-1 Junior Subordinated Debentures may be redeemed in whole or in part, at any time at their
principal amount or, if greater, a make-whole price calculated as described herein, in either case plus accrued and
unpaid interest through the date of redemption, but if we exercise our right to redeem the Series A-1 Junior
Subordinated Debentures in part prior to the scheduled maturity date, the aggregate principal amount thereof
outstanding after such redemption must be at least $50,000,000. The make-whole price will be lower if we
redeem the Series A-1 Junior Subordinated Debentures in whole, and not in part, in connection with a "tax event"
or a "rating agency event," as described herein.

The Series A-1 Junior Subordinated Debentures will be subordinated to all of our existing and future senior,
subordinated and junior subordinated debt, except for any trade accounts payable and accrued liabilities arising in
the ordinary course of business and any future debt that by its terms is not superior in right of payment, and will
be effectively subordinated to all liabilities of our subsidiaries.

AIG is considering offering Sterling-denominated junior subordinated debentures and Euro-denominated junior
subordinated debentures. The offering of the Series A-1 Junior Subordinated Debentures is not conditioned on the
completion of either of these offerings, and AIG may complete none, one, two or all of these offerings (including
the offering of the Series A-1 Junior Subordinated Debentures). If issued, the Sterling-denominated and Euro-
denominated junior subordinated debentures will rank pari passu with the Series A-1 Junior Subordinated
Debentures.

An investment in the Series A-1 Junior Subordinated Debentures involves a high degree of risk.
You should carefully consider the risks described under "Risk Factors" beginning on page S-6
before purchasing the Series A-1 Junior Subordinated Debentures.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body
has approved or disapproved of these securities or determined that this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Proceeds to

American

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Underwriting International

Price to Public Commissions Group, Inc.

Per Series A-1 Junior Subordinated Debenture

99.516% (1)
1.000% (2)
98.516% (2)
Total
$ 995,160,000 (1) $ 10,000,000 (2) $ 985,160,000 (2)

(1) Plus interest accrued on the Series A-1 Junior Subordinated Debentures since March 13, 2007, if any.

(2) The underwriters have agreed to reimburse AIG for up to $1,000,000 of its out-of-pocket expenses incurred in connection
with this offering.

We expect to deliver the Series A-1 Junior Subordinated Debentures to investors through the book-entry facilities
of The Depository Trust Company and its direct participants, including Euroclear and Clearstream, on or about
March 13, 2007.

Joint Bookrunning Managers
Citigroup
Deutsche Bank
JPMorgan
Banc of
Lehman
(Joint Structuring Advisor)
Securities
(Joint Structuring
America
Brothers
(Joint Structuring
Advisor)
Securities LLC

Advisor)

March 6, 2007
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Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus
supplement to the "Company," "AIG," "we," "our," "us" and similar references mean American
International Group, Inc. and not its subsidiaries.

You should rely only on the information contained in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference therein. We have not
authorized anyone to provide you with different information. We are offering to sell the
Series A-1 Junior Subordinated Debentures only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus supplement and the accompanying
prospectus is accurate only as of the date on the front of those documents, regardless of the time
of delivery of those documents or any sale of the Series A-1 Junior Subordinated Debentures.

Table of Contents

Page

Prospectus Supplement
Summary

S-1
Risk Factors

S-6
Use of Proceeds

S-11
Description of Terms of the Series A-1 Junior Subordinated Debentures

S-12
Legal Ownership and Book-Entry Issuance

S-28
Replacement Capital Covenant

S-33
Certain United States Federal Income Tax Consequences

S-42
Underwriting

S-46
Validity of Securities

S-50
Cautionary Statement Regarding Projections and Other Information About Future
Events

S-50

Prospectus
About this Prospectus

1
American International Group, Inc.

1
The AIG Capital Trusts

1
Consolidated Ratios of Earnings to Fixed Charges

1
Use of Proceeds

2
Information about the AIG Capital Trusts

2
Description of Common Securities the AIG Capital Trusts May Offer

3
Description of Capital Securities the AIG Capital Trusts May Offer

3
Description of Junior Subordinated Debentures

17
Legal Ownership and Book-Entry Issuance

30
Description of the Subordinated Guarantees

36
Relationship among the Capital Securities and the Related Instruments

40
ERISA Considerations

41
Plan of Distribution

43
Validity of the Securities

44
Experts

44
Where You Can Find More Information

44
Cautionary Statement Regarding Projections and Other Information about Future Events
45
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Table of Contents

SUMMARY

In this summary, we have highlighted certain information in this prospectus supplement
and the accompanying prospectus. This summary does not contain all of the information that is
important to you. To understand the terms of the Series A-1 Junior Subordinated Debentures, as
well as the considerations that are important to you in making a decision to purchase the
Series A-1 Junior Subordinated Debentures, you should carefully read this entire prospectus
supplement and the accompanying prospectus. You should also read the documents we have
referred you to in "Where You Can Find More Information" on page 44 in the accompanying
prospectus.

About this Prospectus Supplement

This prospectus supplement summarizes the specific terms of the securities being offered
and supplements the general descriptions set forth in the accompanying prospectus. This
prospectus supplement also updates and supersedes information in the accompanying
prospectus. In the case of inconsistencies, this prospectus supplement will apply. We use terms
in this prospectus supplement as they are defined in the accompanying prospectus.

American International Group, Inc.

AIG, a Delaware corporation, is a holding company which, through its subsidiaries, is
engaged in a broad range of insurance and insurance-related activities in the United States and
abroad. AIG's principal executive offices are located at 70 Pine Street, New York, New York
10270, and its main telephone number is (212) 770-7000. The Internet address for AIG's
corporate website is www.aigcorporate.com. Except for the documents referred to under
"Where You Can Find More Information" in the accompanying prospectus, which are
specifically incorporated by reference into this prospectus supplement, information contained on
AIG's website or that can be accessed through its website does not constitute a part of this
prospectus supplement. AIG has included its website address only as an inactive textual
reference and does not intend it to be an active link to its website.

The Series A-1 Junior Subordinated Debentures

Repayment of Principal

We are required to repay the principal amount of the Series A-1 Junior Subordinated
Debentures, together with accrued and unpaid interest, on March 15, 2037, or, if that date is not
a business day, on the next business day (the "scheduled maturity date"), subject to the
limitations described below.

We are required to repay the Series A-1 Junior Subordinated Debentures on the scheduled
maturity date only to the extent of the "applicable percentage" of the net proceeds we have
received from the issuance of "qualifying capital securities," as these terms are defined under
"Replacement Capital Covenant," that we have sold during a 180-day period ending on a notice
date not more than 30 or less than 10 business days prior to such date. If we have not sold a
sufficient amount of qualifying capital securities to permit repayment of all of the Series A-1
Junior Subordinated Debentures on the scheduled maturity date, the unpaid amount will remain
outstanding and bear interest at a floating rate until repaid. This obligation will continue to
apply on each subsequent interest payment date until the earliest to occur of

· the redemption of all the Series A-1 Junior Subordinated Debentures;

· an event of default which results in acceleration of the Series A-1 Junior
Subordinated Debentures occurs; and

· March 15, 2087, the final maturity date for the Series A-1 Junior Subordinated
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Debentures.

Our failure to pay the Series A-1 Junior Subordinated Debentures on the scheduled maturity
date will not constitute an event of default under the junior debt indenture governing the
Series A-1 Junior Subordinated

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Debentures. See "Description of Terms of the Series A-1 Junior Subordinated Debentures--
Events of Default--Remedies If an Event of Default Occurs" and "Risk Factors--Holders have
limited rights of acceleration" for a discussion of the limited remedies holders of the Series A-1
Junior Subordinated Debentures have if AIG fails to repay the Series A-1 Junior Subordinated
Debentures on the scheduled maturity date.

We will use our commercially reasonable efforts, subject to a "market disruption event,"
as described under "Description of Terms of the Series A-1 Junior Subordinated Debentures--
Market Disruption Events," to sell sufficient qualifying capital securities to permit repayment of
the Series A-1 Junior Subordinated Debentures in full on the scheduled maturity date in
accordance with the preceding paragraph. If we are unable for any reason to issue sufficient
qualifying capital securities to permit repayment of the Series A-1 Junior Subordinated
Debentures in full, we will use our commercially reasonable efforts, subject to a market
disruption event, to sell sufficient qualifying capital securities to permit repayment of any
outstanding Series A-1 Junior Subordinated Debentures on the following interest payment date,
and on each interest payment date thereafter, until all of the Series A-1 Junior Subordinated
Debentures are paid in full.

Any unpaid principal amount of the Series A-1 Junior Subordinated Debentures, together
with accrued and unpaid interest, will be due and payable on March 15, 2087, regardless of the
amount of qualifying capital securities we have sold by that time.

We are not required to issue any securities pursuant to the obligation described above
other than qualifying capital securities.

Interest

The Series A-1 Junior Subordinated Debentures will bear interest from and including
March 13, 2007 to but excluding the scheduled maturity date at the annual rate of 6.25%,
payable semi-annually in arrears on March 15 and September 15 of each year, beginning on
September 15, 2007. The Series A-1 Junior Subordinated Debentures will bear interest from and
including the scheduled maturity date at a rate equal to three-month LIBOR (as defined under
"Description of Terms of the Series A-1 Junior Subordinated Debentures--Interest Rate and
Interest Payment Dates") plus 2.056%, payable quarterly in arrears on March 15, June 15,
September 15 and December 15 of each year, beginning on June 15, 2037. We refer to each
semi-annual or quarterly date on which interest is payable as an "interest payment date."

Ranking

The Series A-1 Junior Subordinated Debentures will constitute one series of the junior
subordinated debentures referred to in the accompanying prospectus and will be issued by AIG
under the junior debt indenture referred to in the accompanying prospectus. The Series A-1
Junior Subordinated Debentures will be unsecured, will rank junior in payment to all of our
existing and future "senior debt," as defined under "Description of Terms of the Series A-1
Junior Subordinated Debentures--Subordination," will rank pari passu with, if issued, the
Sterling Debentures and the Euro Debentures (each as defined under "Potential Offerings"
below) and will be effectively subordinated to all liabilities of our subsidiaries. Substantially all
of our existing indebtedness is senior debt.

Deferral of Interest

We have the right, on one or more occasions, to defer the payment of interest on the
Series A-1 Junior Subordinated Debentures for one or more consecutive interest periods that do
not exceed five years without being subject to our obligations under the alternative payment
mechanism described under "Description of Terms of the Series A-1 Junior Subordinated
Debentures--Alternative Payment Mechanism," and for one or more consecutive interest
periods that do not exceed 10 years without giving rise to an event of default under the terms of
the Series A-1 Junior Subordinated Debentures. However, the failure to pay all accrued and
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unpaid interest at the conclusion of the 10-year deferral period will, after the lapse of
30 days, constitute an event of default permitting acceleration of the Series A-1 Junior
Subordinated Debentures. Interest on unpaid

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interest installments on the Series A-1 Junior Subordinated Debentures will accrue during the
deferral period at the then applicable interest rate, compounding on each interest payment date.

During any deferral period, we generally will not be permitted to make any payments of
deferred interest or distributions from any source other than "eligible proceeds," as defined
under "Description of Terms of the Series A-1 Junior Subordinated Debentures," and we will
not be required to make any interest or distribution payments other than pursuant to the
alternative payment mechanism after five years or, if earlier, the first interest payment date on
which we pay current interest.

Following the earlier of (i) the fifth anniversary of the commencement of a deferral period
and (ii) a payment of current interest on the Series A-1 Junior Subordinated Debentures during a
deferral period, we will be required to pay deferred interest pursuant to the alternative payment
mechanism. Under the alternative payment mechanism, after that date we must, subject to
market disruption events, use our commercially reasonable efforts to sell "APM qualifying
securities," as defined under "Alternative Payment Mechanism" below, and apply the eligible
proceeds to pay accrued and unpaid deferred interest on the Series A-1 Junior Subordinated
Debentures.

If we defer payments of interest on the Series A-1 Junior Subordinated Debentures, the
Series A-1 Junior Subordinated Debentures will be treated as being issued with original issue
discount for United States federal income tax purposes. This means that you must include
interest income with respect to the deferred distributions on your Series A-1 Junior
Subordinated Debentures in gross income for United States federal income tax purposes, even
though we will not make actual payments on the Series A-1 Junior Subordinated Debentures
during a deferral period. See "Certain United States Federal Income Tax Consequences--United
States Holders--Interest Income" and "--Original Issue Discount" and "Risk Factors--Deferral
of interest payments will have negative United States federal income tax consequences and is
likely to adversely affect the market price of the Series A-1 Junior Subordinated Debentures"
for a further discussion of the federal income tax consequences of an interest deferral.

Limitations on Claims in the Event of Our Bankruptcy, Insolvency or Receivership

In the event of our bankruptcy, insolvency or receivership, a holder of Series A-1 Junior
Subordinated Debentures will only have a claim for deferred and unpaid interest (including
compounded interest thereon) to the extent such interest (including compounded interest
thereon) relates to the earliest two years of the portion of the deferral period for which interest
has not so been paid, as further described under "Description of Terms of the Series A-1 Junior
Subordinated Debentures--Limitation on Claims in the Event of Our Bankruptcy, Insolvency or
Receivership."

Certain Payment Restrictions

During any period in which an event of default has occurred and is continuing or we have
given notice of our election to defer interest payments but the related deferral period has not yet
commenced or a deferral period is continuing, we and our subsidiaries generally may not make
payments on or redeem or repurchase our capital stock or our debt securities or guarantees
ranking pari passu with or junior to the Series A-1 Junior Subordinated Debentures, subject to
the exceptions described under "Description of Terms of the Series A-1 Junior Subordinated
Debentures--Dividend and Other Payment Stoppages during Interest Deferral and under
Certain Other Circumstances." In addition, if any deferral period lasts longer than one year,
subject to the exceptions described under "Description of Terms of the Series A-1 Junior
Subordinated Debentures--Dividend and Other Payment Stoppages during Interest Deferral and
under Certain Other Circumstances," we will not be permitted to repurchase any securities
ranking junior to or pari passu with any APM qualifying securities the proceeds of which were
used to settle deferred interest during the relevant deferral period until the first anniversary of
the date on which all deferred interest has been paid.

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Alternative Payment Mechanism

Unless a market disruption event has occurred, and subject to certain limitations and
conditions described under "Description of Terms of the Series A-1 Junior Subordinated
Debentures--Alternative Payment

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