Obligation AIG Inc. 8.175% ( US026874BS54 ) en USD

AIG Inc.

116.776 % ▲

Etats-unis

US026874BS54 ( en USD )

8.175% par an ( paiement semestriel )

14/05/2068

Prospectus brochure de l'obligation American International Group Inc US026874BS54 en USD 8.175%, échéance 14/05/2068

1 000 USD

437 800 000 USD

026874BS5

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/11/2025 ( Dans 126 jours )

American International Group, Inc. (AIG) est une société de services financiers multinationale américaine offrant une large gamme de produits d'assurance et de gestion de risques à des clients commerciaux et individuels à travers le monde.

L'Obligation émise par AIG Inc. ( Etats-unis ) , en USD, avec le code ISIN US026874BS54, paye un coupon de 8.175% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2068

L'Obligation émise par AIG Inc. ( Etats-unis ) , en USD, avec le code ISIN US026874BS54, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AIG Inc. ( Etats-unis ) , en USD, avec le code ISIN US026874BS54, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-158019

American International Group, Inc.

Offer to Exchange

$4,000,000,000 8.175% Series A-6 Junior Subordinated Debentures

For Any and All Outstanding

8.175% Series A-6 Junior Subordinated Debentures

THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JULY 2, 2009, UNLESS
EXTENDED BY US

The terms of the new junior subordinated debentures are substantially identical to the terms of the old
junior subordinated debentures, except that the new junior subordinated debentures are registered
under the Securities Act of 1933 (the "Securities Act"), and the transfer restrictions, registration rights
and additional interest provisions currently applicable to the old junior subordinated debentures do
not apply to the new junior subordinated debentures.

AIG is also making a concurrent offer to exchange up to $3,250,000,000 of its 8.250% Notes due
2018 for any and all of its outstanding 8.250% Notes due 2018. That offering is being made pursuant
to a separate prospectus and is not part of the exchange offer to which this prospectus relates. The
offer to exchange 8.250% Notes due 2018 and this offer are not contingent upon or related to one
another.

See "Risk Factors" on page 4 for a discussion of factors you should consider
before tendering your old junior subordinated debentures for new junior
subordinated debentures.

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Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 1, 2009
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TABLE OF CONTENTS

Page
Cautionary Statement Regarding Projections and Other Information About Future Events
i
Where You Can Find More Information
ii
Prospectus Summary
1
Risk Factors
4
Use of Proceeds
4
Consolidated Ratio of Earnings to Fixed Charges
5
The Exchange Offer
5
Description of the New Junior Subordinated Debentures
13
Legal Ownership and Book-Entry Issuance
33
Replacement Capital Covenant
38
Certain United States Federal Income Tax Considerations
47
Benefit Plan Investor Considerations
51
Plan of Distribution
52
Validity of the New Junior Subordinated Debentures
53
Experts
53

Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus
to the "Company", "AIG", "we", "our", "us" and similar references mean American International
Group, Inc. and its subsidiaries.

You should rely only on the information contained in this prospectus or information contained
in documents incorporated by reference in this prospectus. We have not authorized anyone to
provide you with different information. This prospectus is an offer to exchange only the junior
subordinated debentures offered by this prospectus and only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate
only as of its date.

CAUTIONARY STATEMENT REGARDING PROJECTIONS AND
OTHER INFORMATION ABOUT FUTURE EVENTS

This prospectus and other publicly available documents, including the documents incorporated herein
by reference, may include, and AIG's officers and representatives may from time to time make
projections concerning financial information and statements concerning future economic performance
and events, plans and objectives relating to the recently completed and proposed transactions with the
Federal Reserve Bank of New York and the United States Department of the Treasury, asset
dispositions, liquidity, collateral posting requirements, management, operations, products and
services, and assumptions underlying these projections and statements. These projections and
statements are not historical facts but instead represent only AIG's belief regarding future events,
many of which, by their nature, are inherently uncertain and outside AIG's control. These projections
and statements may address, among other things, the outcome of the recently completed and proposed
transactions with the Federal Reserve Bank of New York and the United States Department of the
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Treasury, the number, size, terms, cost and timing of dispositions and their potential effect on AIG's
businesses, financial condition, results of operations, cash flows and liquidity (and AIG at any time
and from time to time may change its plans with respect to the sale of one or more businesses), AIG's
exposures to subprime mortgages, monoline insurers and the residential and commercial real estate
markets, the separation of AIG's businesses from AIG parent company, AIG's ability to retain and
motivate its employees and AIG's strategy for growth, product development, market position,
financial results and reserves. It is possible that AIG's actual results and financial condition will
differ, possibly materially, from the anticipated results and financial condition indicated in these
projections and statements. Factors that could cause AIG's actual results to differ, possibly materially,
from those in the specific projections and statements include a failure of the completed transactions
with the Federal Reserve Bank of New York or the United States Department of the Treasury to
achieve their desired objectives or a failure to complete the proposed transactions with the Federal
Reserve Bank of New York, developments in global credit markets and such other factors as
discussed throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations of, and in Part II, Item 1A. Risk Factors of, AIG's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2009, in Part I, Item 1A. Risk Factors of
AIG's Annual Report on Form 10-K for the year
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ended December 31, 2008 (including Amendment No. 1 on Form 10-K/A filed on April 30, 2009, the
"2008 Annual Report on Form 10-K") and in AIG's Current Report on Form 8-K filed on June 29,
2009. AIG is not under any obligation (and expressly disclaims any obligation) to update or alter any
projection or other statement, whether written or oral, that may be made from time to time, whether as
a result of new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

AIG is subject to the informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and files with the Securities and Exchange Commission (the "SEC") proxy
statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as required of a U.S. listed company. You may read and copy any document AIG files
at the SEC's public reference room in Washington, D.C. at 100 F Street, NE, Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. AIG's SEC filings are also available to the public from the SEC's website at
www.sec.gov.

AIG's common stock is listed on the NYSE and trades under the symbol "AIG".

AIG has filed with the SEC a registration statement on Form S-4 relating to the exchange of old
junior subordinated debentures for new junior subordinated debentures. This prospectus is part of the
registration statement and does not contain all the information in the registration statement. Whenever
a reference is made in this prospectus to a contract or other document, please be aware that the
reference is not necessarily complete and that you should refer to the exhibits that are part of the
registration statement for a copy of the contract or other document. You may review a copy of the
registration statement at the SEC's public reference room in Washington, D.C. as well as through the
SEC's internet site noted above.

The SEC allows AIG to "incorporate by reference" the information AIG files with the SEC (other
than information that is deemed "furnished" to the SEC) which means that AIG can disclose
important information to you by referring to those documents, and later information that AIG files
with the SEC will automatically update and supersede that information as well as the information
contained in this prospectus. AIG incorporates by reference the documents listed below and any
filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the time
of initial filing of the registration statement (or post-effective amendment) and before effectiveness of
the registration statement (or post-effective amendment), and after the date of this prospectus and
until the exchange offer is completed (except for information in these documents or filings that is
deemed "furnished" to the SEC).

(1) Annual Report on Form 10-K for the year ended December 31, 2008 and Amendment No. 1
on Form 10-K/A filed on April 30, 2009.

(2) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009.

(3) Current Reports on Form 8-K, filed on January 7, 2009, January 23, 2009, January 23, 2009,
February 12, 2009, March 2, 2009, March 5, 2009, March 25, 2009, March 31, 2009,
April 20, 2009, April 20, 2009, April 20, 2009, May 7, 2009, May 21, 2009, June 25, 2009
and June 29, 2009 and the amendments on Form 8-K/A filed on January 14, 2009, March 13,
2009, March 16, 2009, March 16, 2009, May 15, 2009 and May 15, 2009.

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AIG will provide without charge to each person, including any beneficial owner, to whom this
prospectus is delivered, upon his or her written or oral request, a copy of any or all of the reports or
documents referred to above that have been incorporated by reference into this prospectus excluding
exhibits to those documents unless they are specifically incorporated by reference into those
documents. You can request those documents from AIG's Director of Investor Relations, 70 Pine
Street, New York, New York 10270, telephone 212-770-6293, or you may obtain them from AIG's
corporate website at www.aigcorporate.com. You can also request from AIG's Director of Investor
Relations, or obtain from AIG's corporate website, a copy of AIG's Current Report on Form 8-K,
filed on May 20, 2008, which contains the replacement capital covenant discussed under
"Replacement Capital Covenant". Except for the documents specifically incorporated by reference
into this prospectus, information contained on AIG's website or that can be accessed through its
website does not constitute a part of this prospectus. 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.

In order to ensure timely delivery of the requested documents, requests should be made no later
than June 25, 2009. In the event that we extend the exchange offer, you must submit your request at
least five business days before the expiration date, as extended.

ii
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PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus and does not contain all
of the information that you should consider before participating in this exchange offer. You should
read the entire prospectus, the accompanying letter of transmittal and the documents incorporated by
reference carefully.

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" which are specifically incorporated by reference into this prospectus, information
contained on AIG's website or that can be accessed through its website does not constitute a part of
this prospectus. 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 Exchange Offer

The Exchange Offer
AIG is offering to exchange up to $4,000,000,000 principal
amount of its new 8.175% Series A-6 junior subordinated
debentures (the "new junior subordinated debentures") which
have been registered under the Securities Act for a like
principal amount of its old 8.175% Series A-6 junior
subordinated debentures (the "old junior subordinated
debentures"). You may tender old junior subordinated
debentures only in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof. You should read
the discussion under the heading "The Exchange Offer" below
for further information about the exchange offer and resale of
the new junior subordinated debentures.

AIG has filed a registration statement to register the new junior
subordinated debentures under the Securities Act. AIG will not
accept for exchange any old junior subordinated debentures
until the registration statement has become effective under the
Securities Act.

Expiration Date
5:00 p.m., New York City time, on July 2, 2009, unless AIG
extends the exchange offer.

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Resale of New Junior Subordinated Based on interpretive letters of the SEC staff to third parties,
Debentures
AIG believes that you may resell and transfer the new junior
subordinated debentures issued pursuant to the exchange offer
in exchange for old junior subordinated debentures without
compliance with the registration and prospectus delivery
provisions of the Securities Act, if you:

· are not a broker-dealer that acquired the old junior
subordinated debentures from AIG or in market-making
transactions or other trading activities;

· acquire the new junior subordinated debentures in the
ordinary course of your business;

· do not have an arrangement or understanding with any
person to participate in the distribution of the new junior
subordinated debentures; and

· are not AIG's affiliate as defined in Rule 405 under the
Securities Act.

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If you fail to satisfy any of these conditions, you must comply
with the registration and prospectus delivery requirements of
the Securities Act in connection with a resale of the new junior
subordinated debentures.

Broker-dealers that acquired old junior subordinated debentures
directly from AIG, but not as a result of market-making
activities or other trading activities, must comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with a resale of the new junior
subordinated debentures.

Each broker-dealer that receives new junior subordinated
debentures for its own account pursuant to the exchange offer
in exchange for old junior subordinated debentures that it
acquired as a result of market-making or other trading activities
must comply with its prospectus delivery obligations in
connection with any resale of the new junior subordinated
debentures and provide AIG with a signed acknowledgment of
compliance.

Consequences If You Do Not
Old junior subordinated debentures that are not tendered in the
Exchange Your Old Junior
exchange offer or are not accepted for exchange will remain
Subordinated Debentures
outstanding and continue to bear legends restricting their
transfer. You will not be able to offer or sell the old junior
subordinated debentures unless:

· an exemption from the requirements of the Securities Act is
available to you; or

· you sell the old junior subordinated debentures outside the
United States to non-U.S. persons in accordance with
Regulation S under the Securities Act.

Conditions to the Exchange Offer
The exchange offer is subject to certain conditions, which AIG
may waive, as described below under "The Exchange Offer --
Conditions to the Exchange Offer."

Procedures for Tendering Old
If you wish to accept the exchange offer, the following must be
Junior Subordinated Debentures
delivered to the exchange agent:

· an agent's message from The Depository Trust Company,
which we refer to as DTC, stating that the tendering
participant agrees to be bound by the letter of transmittal and
the terms of the exchange offer;

· your old junior subordinated debentures by timely
confirmation of book-entry transfer through DTC; and
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Document Outline

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