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NEW YORK, November 7, 2001 – American International Group, Inc. (AIG) has announced that it has entered into an underwriting agreement for the sale of Zero Coupon Convertible Senior Debentures Due 2031 with an aggregate principal amount at maturity of approximately $1.52 billion (excluding an over-allotment option of approximately $228 million principal amount at maturity). The Convertible Debentures will be convertible into shares of AIG common stock under certain specified conditions.

The Convertible Debentures will not be callable for five years after issuance, and will mature in 30 years. However, holders could require AIG to repurchase the Convertible Debentures once every five years. The Convertible Debentures will be offered with original issue discount with anticipated gross proceeds of approximately $1.0 billion. AIG will use the proceeds of the offering for general corporate purposes. Morgan Stanley & Co. Incorporated is the sole underwriter of the issue, and a copy of the final prospectus can be obtained from the Prospectus Department at Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, N.Y. 10036, or by calling (212) 761-8570.

The Zero Coupon Convertible Senior Debentures are being offered at an initial offering price of $658.01 per $1,000 of principal amount at maturity. The issue price represents a yield to maturity of 1.4% per annum, with a conversion rate of 6.0627 shares of common stock per $1,000 principal amount at maturity of Convertible Debentures.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Zero Coupon Convertible Senior Debentures or any other security.

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AIG is the leading U.S.-based international insurance and financial services organization and the largest underwriter of commercial and industrial insurance in the United States. Its member companies write a wide range of commercial, personal and life insurance products through a variety of distribution channels in approximately 130 countries and jurisdictions throughout the world. AIG’s global businesses also include financial services and asset management, including aircraft leasing, financial products, trading and market making, consumer finance, institutional, retail and direct investment fund asset management, real estate investment management, and retirement savings products. American International Group, Inc.’s common stock is listed on the New York Stock Exchange, as well as the stock exchanges in London, Paris, Switzerland and Tokyo.

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