424B2
The information in this preliminary pricing supplement is not complete and may be changed.
None of this preliminary pricing supplement, the prospectus supplement or the prospectus is an
offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
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SUBJECT TO COMPLETION, DATED MAY 21, 2007
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FILED PURSUANT TO RULE 424(b)(2) |
PRELIMINARY PRICING SUPPLEMENT NO. AIG-FP-[ ]
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REGISTRATION NO. 333-106040 |
TO PROSPECTUS DATED JULY 24, 2006 |
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AND PROSPECTUS SUPPLEMENT DATED OCTOBER 12, 2006 |
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AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
CMS CURVE NOTES DUE JUNE 1, 2027
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Principal Amount: U.S.$[]
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Issue Date: June 1, 2007 |
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Agents Discount or Commission: None
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Stated Maturity Date: June 1, 2027 |
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Net Proceeds to Issuer: U.S.$[]
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Interest Rate: For the period from
and including the Issue Date to but
excluding June 1, 2008, 8.00% per
annum. |
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For the period from and including
June 1, 2008 to but excluding June
1, 2011, the interest rate per
annum shall be determined as
follows:
(i) 8.00% per annum times (ii) N/M;
where N is the total number of
calendar days in the applicable
Interest Accrual Period that the
Reference Rate is greater than or
equal to 0.00%; and M is the
total number of calendar days in
the applicable Interest Accrual
Period. |
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For the period from and including
June 1, 2011 to but excluding June
1, 2013, the interest rate per
annum shall be determined as
follows:
(i) 9.00% per annum times (ii) N/M. |
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For the period from and including
June 1, 2013 to but excluding June
1, 2015, the interest rate per
annum shall be determined as
follows:
(i) 10.00% per annum times (ii) N/M. |
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For the period from and including
June 1, 2015 to but excluding June
1, 2022, the interest rate per
annum shall be determined as
follows:
(i) 15.00% per annum times (ii) N/M. |
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For the period from and including
June 1, 2022 to but excluding June
1, 2027, the interest rate per
annum shall be determined as
follows:
(i) 20.00% per annum times (ii) N/M. |
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For the purpose of calculating the
value of N, for each calendar day
in an Interest Accrual Period that
is not a U.S. Government Securities
Business Day, the Reference Rate
will revert to the setting on the
previous U.S. Government Securities
Business Day, subject to the
provisions set out under Reference
Rate Cut-Off below. |
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Interest Payment Dates: Semi-Annually, on each June
1 and December 1, commencing on December 1, 2007
and ending on the Maturity Date (whether the Stated
Maturity Date or an
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Interest Accrual Periods: The
semi-annual period from and
including the Issue Date (in the
case of the first Interest Accrual
Period) or previous Period End
Date, as applicable, |
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earlier Redemption Date),
subject to adjustment using the Following Business
Day Payment Convention.
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to but excluding the next Period End Date. Interest shall cease to accrue upon
payment of principal on the Notes
on the Maturity Date. |
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Period End Dates: Semi-Annually, on each June 1 and
December 1, commencing on December 1, 2007 and
ending on the Maturity Date, not subject to
adjustment, whether or not such dates are Business
Days or U.S. Government Securities Business Days.
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Reference Rate: An amount equal to
30CMS minus 10CMS; where (i)
30CMS is the 30-Year Constant
Maturity Swap rate, as published by
the Federal Reserve Board in the
Federal Reserve Statistical Release
H.15 and reported on Reuters
ISDAFIX1 or any successor page
thereto at 11:00 a.m. New York
time, and (ii) 10CMS is the
10-Year Constant Maturity Swap
rate, as published by the Federal
Reserve Board in the Federal
Reserve Statistical Release H.15
and reported on Reuters ISDAFIX1 or
any successor page thereto at 11:00
a.m. New York time. If either of
10CMS or 30CMS does not appear on
Reuters Screen ISDAFIX1 on any
date, such rate for such date shall
be determined as if the parties had
specified USD-CMS-Reference Banks
(as defined below) as the rate (or
rates) that does not appear on
Reuters Screen ISDAFIX1. |
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Form: þ Book Entry o Certificated
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CUSIP No.:TBD |
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Specified Currency (If other than U.S. dollars): N/A
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Authorized Denominations (If other
than U.S.$1,000 and integral
multiples of U.S.$1,000 in excess
thereof): N/A |
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The notes are being placed through or purchased by the Agents listed below:
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Agent |
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Principal Amount |
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Nomura Securities International
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U.S.$[]
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Capacity:
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o Agent |
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þ Principal |
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If as Agent:
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The notes are being offered at a fixed initial public offering price of ___% of principal amount. |
If as Principal:
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o The notes are being offered at varying prices related to prevailing market prices at the time of resale. |
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þ The notes are being offered at a fixed initial public offering price of 100% of principal amount. |
Redemption at Option of Issuer:
The notes will be redeemable, in whole only, at the option of the Issuer, upon written notice of a
minimum of five (5) Business Days, at 100% of the Principal Amount, on June 1, 2008 and on each
Interest Payment Date thereafter up to and including December 1, 2026
Events of Default and Acceleration:
In case an Event of Default with respect to any of the notes has occurred and is continuing, the
amount payable to a holder of a note upon any acceleration permitted by the notes, will be equal to
the amount payable on that note calculated as though the date of acceleration were the Maturity
Date of the notes.
In case of default in payment of the notes, whether at the Stated Maturity Date, upon redemption,
or upon acceleration, from and after that date the notes will bear interest, payable upon demand of
their holders, at the rate equal to the interest rate applicable to the Interest Accrual Period or
portion thereof as of the date on which the default occurs, to the extent that payment of interest
is legally enforceable on the unpaid amount due and payable on that date in accordance with the
terms of the Notes to the date payment of that amount has been made or duly provided for.
Other Provisions:
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Following Business Day
Convention
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Means the convention for adjusting any
relevant date if it would otherwise fall on a
day that is not a Business Day. When used in
conjunction with a date, this convention shall
mean that an adjustment will be made such that
if that date would otherwise fall on a day
that is not a Business Day so, that date as
adjusted will be the first following day that
is a Business Day. |
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Business Day
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Means any day other than a day that (i) is a
Saturday or Sunday, (ii) is a day on which
banking institutions generally in the City of
New York and London are authorized or
obligated by law, regulation or executive
order to close or (iii) is a day on which
transactions in dollars are not conducted in
the City of New York and London. |
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U.S. Government Securities
Business Day
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Means any day except for Saturday, Sunday, or
a day on which The Bond Market Association
recommends that the fixed income departments
of its members be closed for the entire day
for purposes of trading in U.S. government
securities. |
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USD-CMS-Reference Banks
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An interest rate determined on the basis of
the mid-market semi-annual swap rate
quotations provided by the principal New York
City office of each of five leading swap
dealers in the New York interbank market (the
Reference Banks) at approximately 11:00
a.m., New York City time on the day that is
two U.S. Government Securities Business Days
preceding the applicable date; and for this
purpose, the semi-annual swap rate means the
mean of the bid and offered rates for the
semi-annual fixed leg, calculated on a 30/360
day count basis, of a fixed-for-floating U.S.
dollar interest rate swap transaction with a
term equal to, in the case of 10CMS, 10 years,
and in the case of 30CMS, 30 years, commencing
on the applicable date and in a representative
amount for 10-year and 30-year CMS swap
transactions, as applicable, with an
acknowledged dealer of good credit in the swap
market, where the floating leg, calculated on
an actual/360 day count basis, is equivalent
to USD-LIBOR-BBA with a |
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designated maturity of three months. The Calculation Agent will
request the Reference Banks to provide a quotation of its rate. If
at least three quotations are provided, the rate for the applicable
date will be the arithmetic mean of the quotations, eliminating the
highest quotation (or, in the event of equality, one of the highest)
and the lowest quotation (or, in the event of equality, one of the
lowest). If two quotations are provided, the rate for the applicable
date will be the arithmetic mean of the two quotations. If one
quotation is provided, the rate for the applicable date will be that
single quotation provided. If no quotations are provided, the rate
for the applicable date will be determined by the Calculation Agent
in good faith and in a commercially reasonable manner. |
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Day Count Convention:
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30/360 |
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Calculation Agent:
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Nomura Global Financial Products Inc. |
Examples of Calculation of Interest Rate:
Example 1: Assuming the value of the Reference Rate is greater than or equal to 0.00% on every
calendar day from June 1, 2008 to December 1, 2008, on the applicable Interest Payment Date, the
Interest Rate per annum for the applicable Interest Accrual Period would be 8.00% calculated as
follows: 8.00% x 182/182 = 8.00%.
Example 2: Assuming the value of the Reference Rate is less than 0.00% on every calendar day from
June 1, 2008 to December 1, 2008, on the applicable Interest Payment Date, the Interest Rate per
annum for the applicable Interest Accrual Period would be 0.00% calculated as follows: 8.00% x
0/182 = 0.00%.
Example 3: Assuming the value of the Reference Rate is greater than or equal to 0.00% on 91
calendar days from June 1, 2008 to December 1, 2008, on the applicable Interest Payment Date, the
Interest Rate per annum for the applicable Interest Accrual Period would be 4.00% calculated as
follows: 8.00% x 91/182 = 4.00%.
RISK FACTORS
Investing in the Notes involves a number of significant risks not associated with similar
investments in a conventional debt security, including, but not limited to, fluctuations in the
30-year Constant Maturity Swap (CMS) Rate and 10-year CMS Rate, and other events that are difficult
to predict and beyond AIGs control. Accordingly, prospective investors should consult their
financial and legal advisors as to the risks entailed by an investment in the notes and the
suitability of the notes in light of their particular circumstances.
Historical performance of the spread between the USD 30-year CMS Rate and the USD 10-year CMS Rate
should not be taken as an indication of the future performance of the 30-year CMS Rate and the
10-year CMS Rate during the term of the notes.
It is impossible to predict whether the Reference Rate will increase or decrease. The
Reference Rate will be influenced by complex and interrelated political, economic, financial and
other factors; therefore, the historical spread between the 30-year CMS Rate and the 10-year CMS
Rate should not be taken as an indication of the future performance of the spread between these two
rates during the term of the notes.
Factors that may affect the level of the 30-year CMS Rate and the 10-year CMS Rate and the
Reference Rate between them include monetary policy, interest rate volatility, interest rate levels
and the inflation rate.
Please note that historical trends are not indicative of future behavior of the 30 year CMS
Rate, the 10 year CMS Rate and the spread between the two swap rates.
The market value of the notes may be influenced by unpredictable factors.
The market value of your notes may fluctuate between the date you purchase them and the Maturity
Date. Several factors, many of which are beyond our control, will influence the market value of
the notes. We expect that generally the 30-Year CMS Rate and the 10-Year CMS Rate on any day and
expectations relating to the future level of the 30-Year CMS Rate and
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the 10-Year CMS Rate will affect the market value of the notes more than any other single factor.
Other factors that may influence the market value of the notes include:
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supply and demand for the notes, including inventory positions held by any market maker; |
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economic, financial, political and regulatory or judicial events that affect financial
markets generally; interest rates in the market generally; |
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the time remaining to maturity; |
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our right to redeem the notes; and |
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our creditworthiness and credit ratings. |
Market factors may influence whether we exercise our right to redeem the notes prior to their
scheduled maturity.
It is more likely that we will redeem the notes prior to their stated Maturity Date to the extent
that the Reference Rate increases and results in an amount of interest in respect of the notes
greater than that for instruments of a comparable maturity and credit rating trading in the market.
If we redeem the notes prior to their stated maturity date, you may be unable to invest in
securities with similar risk and yield as the notes and replacement investments may be more
expensive than your investment in the notes. Your ability to realize market value appreciation and
any interest is limited by our right to redeem the notes prior to their scheduled maturity.
There may not be an active trading market in the notes and sales prior to maturity may result in
losses
There may be little or no secondary market for the notes. We do not intend to list the notes on
any stock exchange or automated quotation system, and it is not possible to predict whether a
secondary market will develop for the notes. Even if a secondary market for the notes develops, it
may not provide significant liquidity or result in trading of notes at prices advantageous to you.
Sales in the secondary market may result in significant losses. Nomura Securities International
currently intends to act as market makers for the notes, but they are not required to do so, and
may stop doing so at any time. We expect there will be little or no liquidity in the notes. The
prices that may be offered in the secondary market for the notes will be discounted to reflect
hedging and other costs and, among other things, changes of and volatility in interest rates in the
market.
Trading by certain of our affiliates in the U.S. Dollar swap rate market may impair the value of
the notes
Certain of our affiliates, including our subsidiary AIG Financial Products Corp. are active
participants in the U.S. Dollar swap rate market as dealers, proprietary traders and agents for our
customers, and therefore at any given time may be a party to one or more transactions related to
the 30-year CMS Rate or the 10-year CMS Rate. In addition, we or one or more of our affiliates may
hedge our exposure under the notes by entering into various transactions. We may adjust these
hedges at any time and from time to time. Our trading and hedging activities or other financial
activity of ours or our affiliates may have a material adverse effect on the spread between the
30-year CMS Rate and the 10-year CMS Rate and make it less likely that you will receive a return on
your investment in the notes. It is possible that we or our affiliates could receive significant
returns from these hedging activities while the value of or amounts payable under the notes may
decline.
The inclusion of compensation and projected profits from hedging in the original issue price is
likely to adversely affect secondary market prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which
we, any of our affiliates or any market maker are willing to purchase the notes in secondary market
transactions will likely be lower, and may be materially lower, than the price at which we sold the
notes to the Agent. In addition, any such prices may differ from values determined by pricing
models used by us or any of our affiliates or any market maker as a result of dealer discounts,
mark-ups or other transactions.
ERISA CONSIDERATIONS
The notes may not be purchased or held by any employee benefit plan or other plan or account
that is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) or
Section 4975 of the Code (each, a plan), or by any entity whose underlying assets include plan
assets by reason of any plans investment in the entity (a plan asset
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entity), unless in each case the purchaser or holder is eligible for exemptive relief from the
prohibited transaction rules of ERISA and Section 4975 of the Code under a prohibited transaction
class exemption issued by the Department of Labor or another applicable statutory or administrative
exemption. Each purchaser or holder of the notes will be deemed to represent that either (1) it is
not a plan or plan asset entity and is not purchasing the notes on behalf of or with plan assets or
(2) with respect to the purchase and holding, it is eligible for relief under a prohibited
transaction class exemption or other applicable statutory or administrative exemption from the
prohibited transaction rules of ERISA and Section 4975 of the Code. The foregoing supplements the
discussion under ERISA Considerations in the base prospectus dated July 24, 2006.
USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the notes to our subsidiary AIG Financial
Products Corp. or certain of its subsidiaries for use for general corporate purposes.
HISTORICAL INFORMATION ON CONSTANT MATURITY SWAP RATES
The following graphs set forth the historical spread between the 30-Year CMS Rate and the
10-Year CMS Rate and the levels of each of the 30-Year CMS Rate and the 10-Year CMS Rate for the
years indicated. You should not take the past performance of the spreads between the 30-Year CMS
Rate and the 10-Year CMS Rate as an indication of future spreads.
Source: Bloomberg L.P.
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Source: Bloomberg L.P.
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Source: Bloomberg L.P.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The status
of the notes as either variable rate notes or
contingent payment obligations for U.S.
federal income tax purposes is uncertain. On balance, we believe that the better treatment of
the notes is to characterize them as variable rate notes, and we intend to treat the notes as
such. For a summary of the material U.S. federal income tax consequences of owning variable rate
notes, please see the description under the heading United States Taxation United States
Holders Original Issue Discount Variable Rate Notes in the accompanying prospectus
supplement.
This conclusion is based on our judgment that (i) the initial rate of 8% is a reasonable
approximation of the amount of interest that would have been payable on the notes had the rate for
the initial period been determined using the interest rate formula in effect for the period from
and including June 1, 2008 to but excluding June 1, 2011 and (ii) we should apply the Option Rule
as described below to determine the maturity date of the notes and therefore the category into
which their interest rate falls.
More specifically, under the U.S. Treasury Regulations governing original issue discount on debt
instruments, for purposes of determining the yield and maturity of a debt instrument that provides
the issuer an option to call the note, an issuer is generally deemed to exercise or not exercise an
option or combination of options in a manner that minimizes the yield on the debt instrument (the
Option Rule). We believe that, although the applicable U.S. Treasury Regulations are not
entirely clear, the Option Rule should apply to notes such as these notes even though they provide
for interest based on the value of an index that changes over time. Accordingly, we believe that,
for purposes of determining the maturity date of the notes and the category of interest payable on
them, the notes should be treated as if they matured on or before the Interest Payment Date falling
in June 2011, because electing to call the notes on that date or before would likely minimize the
yield on the notes. On that basis, interest on the notes would be payable at an objective rate
within the meaning of the U.S. Treasury Regulations, and the notes would qualify as variable rate
notes.
You should be aware that the presumption under the Option Rule described above is only
applicable for purposes of determining the tax treatment of your notes. We are under no obligation
to call, and we are not making any promise or representation that we will call, the notes prior to
their final maturity date.
Alternatively, it is possible that your notes could be characterized as contingent payment
obligations subject to rules described under the heading United States Taxation United States
Holders Original Issue Discount Notes Subject to the Contingent Payment Obligation Rules in
the accompanying prospectus supplement. In that case, among other differences, as more completely
described in the prospectus supplement, United States Holders of the notes that otherwise use the
cash receipts and disbursements method of accounting would be required to use an accrual method of
accounting in determining their income from ownership of the notes, and gain from a sale,
redemption or exchange of the notes would be treated as ordinary income rather than capital gain.
If, contrary to the presumption under the Option Rule, we do not call the notes on or before the
Interest Payment Date falling in June 2011, the notes would, under the Option Rule, solely for
purposes of determining how income should be accrued on the notes, be treated as having been
reissued on that date. The notes thereafter would likely be treated either as variable rate notes
or as contingent payment obligations, depending on whether or not, under the Option Rule, they
should be treated as maturing on or prior to the Interest Payment Date falling in June 2013. If
treated at that time as variable rate notes, rules similar to these rules would apply at the end of
each successive period after which the interest rate formula changes.
GENERAL INFORMATION
The information in this Pricing Supplement, other than the information regarding the initial
public offering price, the net proceeds to the issuer, the identities of the initial purchasers or
agents, the information under Examples of Calculation of Interest Rate, Certain U.S. Federal
Income Tax Consequences, ERISA Considerations and Risk Factors above, and the following two
paragraphs, will be incorporated by reference into the Global Security representing all the
Medium-Term Notes, Series AIG-FP.
We are offering notes on a continuing basis through AIG Financial Securities Corp., ABN AMRO
Incorporated, Banca IMI S.p.A., Banc of America Securities LLC, Barclays Capital Inc., Bear,
Stearns & Co. Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Capital Markets,
Inc., Calyon Securities (USA) Inc., Citigroup Global Markets
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Inc., Credit Suisse Securities (USA) LLC, Daiwa Securities America Inc., Daiwa Securities SMBC
Europe Limited, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Greenwich Capital Markets,
Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc., McDonald
Investments Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities
International plc, Morgan Stanley & Co. Incorporated, RBC Capital Markets Corporation, Santander
Investment Securities Inc., Scotia Capital (USA) Inc., SG Americas Securities, LLC, TD Securities
(USA) LLC, UBS Securities LLC, and Wachovia Capital Markets, LLC, as agents, each of which has
agreed to use its best efforts to solicit offers to purchase notes. We may also accept offers to
purchase notes through other agents. See Plan of Distribution in the accompanying prospectus
supplement. To date, including the notes described by this pricing supplement, we have accepted
offers to purchase approximately $[] billion aggregate principal amount (or its equivalent in one
or more foreign currencies) of notes described in the accompanying prospectus supplement, including
$[] aggregate principal amount (or its equivalent in one or more foreign currencies) of Series
AIG-FP notes.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the notes or determined if the prospectus, the prospectus supplement or
this pricing supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
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