Filed by American International Group, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933

                                   Subject Company: American General Corporation
                                                    Commission File No.   1-7981

AIG and American General will be filing a proxy statement/prospectus and
other relevant documents concerning the acquisition with the SEC. INVESTORS
to obtain such documents free of charge at the SEC's website at
www.sec.gov. In addition, such documents may also be obtained free of
charge by contacting American International Group, Inc., 70 Pine Street,
New York, New York, 10270, Attention: Director of Investor Relations, or
American General Corporation, 2929 Allen Parkway, Houston, Texas, 77019,
Attention: Investor Relations.

American General and certain other persons referred to below may be deemed
to be participants in the solicitation of proxies from American General
shareholders to adopt the agreement providing for AIG's acquisition of
American General. The participants in this solicitation may include, under
SEC rules, the directors and executive officers of American General, who
may have interests in the transaction, including as a result of holding
shares or stock options of American General. A detailed list of the names
and interests of American General's directors and executive officers is
contained in the definitive proxy statement on Schedule 14A filed by
American General with the SEC on March 28, 2001. Copies of that filing may
be obtained free of charge at the SEC's website at www.sec.gov.



                              CONFERENCE CALL

                                May 11, 2001

Conference Operator
- -------------------

Good morning and thank you for holding. All participants will be able to
listen only for the question and answer session of the call. This
conference is being recorded.

Your host for today's call will be AIG Chairman and CEO, Mr. M. R.
Greenberg. Joining Mr. Greenberg will be Mr. Robert Devlin, American
General Chairman and CEO. I would like now to introduce your conference
moderator, Charlene Hamrah. Ms. Hamrah, you may begin.

Moderator/Ms. Hamrah
- --------------------

Thank you. Welcome today to today's conference call on AIG's agreement to
acquire American General. The comments that Mr. Greenberg and Mr. Devlin
may contain forward looking statements. Please refer to the Annual Report
on Form 10K for the year ended December 31, 2000 for a description of the
business environment in which both AIG and American General operate and the
important factors that may affect their businesses.

AIG and American General are not under any obligation to and expressly
disclaim any such obligations to update or alter their forward looking
statements whether as a result of new information, future events or
otherwise. And now I would like to introduce Mr. Greenberg.

M. R. Greenberg/Chairman and CEO/AIG
- ------------------------------------

Thank you, Charlene. Good morning. Bob Devlin is on this line as well. Last
night, as you know from our press release, American General;s board voted
to support the AIG bid, which we're delighted about and as a result of that
and the settlement with Prudential that has taken place including the
lawsuit that Prudential had lodged against AIG. So, that's all been

We're very -- as I said, originally when we made our offer, we think
American General fits AIG hand and glove. It does many things for AIG and I
hope for American General. There'll be tremendously increased distribution,
new products, cross selling, it helps in our retirement


savings business in a big way, works with Sun America; it gives us a bigger
stake in the U.S. life insurance business that will help match our international
life business. So, from a business point of view, it couldn't be a better fit.
As a consumer finance company that we're delighted with because we want to
expand internationally our existing business. The synergies on expense savings,
I think will be significant. We'll start working on that promptly and we believe
that the transaction could close between three and four months. Obviously, you
need the regulatory approvals in virtually every state, but we've got teams
already to go and we hope to get it done as promptly as possible. We couldn't be
more optimistic about the potential of this combination. I think it's a win-win
for both companies. I'm delighted that Bob Devlin has agreed that this bid is
great for the American General shareholders and the company generally. So, we're
pleased with that. Bob, would you like to say something?

Robert M. Devlin/Chairman, CEO American General
- -----------------------------------------------

Sure. Well, just to reiterate, Hank, what you said, we also see this as an
excellent fit. We can build on our leading positions in consumer finance,
the annuity asset accumulation business and in life. And certainly, with
AIG's strong financial and credit rating, that really enhances what we'll
be able to do to expand our consumer finance business in the U.S. as well
as help internationally. In terms of life insurance, where American General
is currently number four to five, we think with the combination of AIG that
we have the strength to really put us as the number one life insurer in the
U.S. That's obviously been our objective and that objective will continue
and we think will reach that goal that much sooner.

In the area of asset accumulation as we all know, which is the fastest
growing segment, the combination of American General and AIG, with the
strong presence of Sun America, in the year 2000, over $15 billion of
annuity deposits puts us about 40 percent ahead of the next competitor. So,
we're very encouraged by partnering up. We think there's great
opportunities across the board and in particularly, to strengthen our
market position.

Mr. Greenberg
- -------------

There are two things I would add. First, the increased distribution we'll
have will benefit all parts of the group, and hence, the top line will
benefit much more than if both companies were separate and I'm confident
that will take place and that will, obviously, translate into a bigger
bottom line. So, we're very optimistic about the combination and now, we'll
be glad to take questions.

                          Question/Answer Segment

Q:       Question from participant
HG:      Hank (M.R.) Greenberg
RD:      Robert M. Devlin

Thank you. At this time we are ready to begin the formal questions. If you
would like to ask a question, press the star one on your touch phone -- you
will be announced prior to asking your question. To withdraw your question,
you may press the pound sign. Once again, to ask a question, press star
one. One moment.

        Michael Smith from Bear Stearns, you may ask your question.

Michael Smith/Bear Stearns
- --------------------------

Q:       Good morning, it's Mike Smith of Bear Stearns. I was wondering if
         you could give us some ballpark quantification of what expense
         savings you might anticipate?

HG:      Well, off the top of our head from the initial work we did, we
         think it's about $400 million, pre-tax. Now, that's say a ballpark
         figure. Give us a few weeks and you'll get a much more accurate
         figure, but that looks like a pretty good pre-tax number.

Q:       Well, that's a good start. Thank you very much.


      Ron Frank from Salomon Smith Barney. You may ask your question.

Ron Frank/Salomon Smith Barney
- ------------------------------

Q:       Congratulations gentlemen. Two things, if I may. First, Hank,
         based on your answer to the previous question, I'd assume that the
         initial guidance on accretion, which I think was in the 8 to 10
         percent range would still hold and I wanted to check on that; and
         second, it seems to me that a particularly potent part of the
         combination would be in the variable life area, which is one of
         the real growth markets right now. With Sun America's variable
         capability and AGC's life underwriting capability on the large
         case end I'm wondering if you could elaborate at all on what
         particular plans might be in that segment of the market?

HG:      First, on the accretion, yes, that hasn't changed. Those numbers I
         think are quite good. Look, we're gonna be obviously marketing
         aggressively variable life and all other, both life and retirement
         savings and asset accumulation products. The distribution
         capabilities of both companies, including -- and I say both
         companies, Sun America and their broker/dealer operations and in
         the life operations and distribution of AGC and AI Life, we'll be
         marketing every kind of product you can imagine on the life and
         savings area. Bob, do you want to add anything to that?

RD:      Well, I think that when you look at the vastness of our
         distribution and as you say, Ron, in the area of variable life at
         American General that we just got into a couple of years ago,
         we'll probably be in the top ten in the year '01 and, certainly,
         with the vastness of the Sun America independent broker dealer,
         obviously a great platform for us to introduce additional
         products. So, I think as Hank said, there's so many opportunities
         here. I don't think that there's any area that's going to be
         untouched where we can move products that AIG has expertise in
         such as the personal lines property casualty into our consumer
         finance operations. There's just an untold number of opportunities
         for cross- selling our products.

HG:      We market considerable variable life overseas and so, you know,
         we're no strangers to it.

Q:       Okay. Great, thank you.

         Michael Lewis from UBS Warburg. You may ask your question.

Michael Lewis/UBS Warburg
- -------------------------

Q:       Again, congratulations. My question has to do with the consumer
         finance operation. Hank, is this gonna be a stand-alone operation
         now. Can you kind of give us some idea? We know what AGC looks
         like in the finance area. Can you give us some idea where you
         stand in the finance operation right now and one quick follow-up
         on Mike Smith's question. Originally, you said $200 million cost
         savings after tax within a year. Now, it's $400 million. About how
         much time is it going to take to get to $400 million?

HG:      Mike, one was pre-tax, one was after tax. The $400 million is pre-tax.

Q:       Yeah, but it's still a difference, even pre tax. It's doing what
         -- cost savings, $400 million pre-tax is more than $200 million
         after tax.

HG:      Look, we said these are numbers that are ballpark right now. When
         we get in and work together, we'll give you a more precise number,
         my friend. The pre-tax and after tax $200 to $400, we said and
         that's the range. Now, on the consumer finance, as you know, AIG
         is in the international. We started in the international side of
         consumer finance operation several years ago. We're in a number of
         countries. We started in Hong Kong. We're in Thailand, we're in
         Taiwan, Philippines, Argentina and Poland and we have several
         others that are on the drawing board. They're profitable now. They
         have after a brief time in start-up. In addition to consumer
         finance in several countries matching that is also critical at
         operations and so, you know, we're building on that as rapidly as
         we can. The Consumer Finance company of AGC here in the United
         States is a stand- alone operation obviously, but we'll be
         marketing other products through it but it does give us some depth
         in people that we can leverage on to expand more rapidly in a
         number of countries that we have targeted. So, we feel that this
         will add a lot of synergies to the things that we want to do.

Q:       Will it be a stand-along operation, Hank, as part of the financial
         services operation?

HG:      It'll report to Bob Devlin, but it'll be a matrix to the financial
         services operations of AIG overall. Thank you very much.

 Charles Gates from Credit Suisse First Boston, you may ask your question.

Charles Gates/Credit Suisse First Boston
- ----------------------------------------

Q:       Hi.  Congratulations also.  It sounds like a wedding.  My question --

HG:      Is this the honeymoon or what (laughs).

Q:       I probably should stay away from that. Could you get into where
         you plan to take VALIC in the coming years?

HG:      Well, you know, Bob can focus on that, but you know, VALIC is in
         the educational side of the business, but there are many other
         aspects that we think we can broaden into. We're going to explore
         every opportunity of broadening VALIC in the retirement savings
         field as possible. There are a number of areas that we've
         discussed already and you know, as soon as possible we'll be
         broadening their opportunities. It also ties in very much with Sun
         America. As you know is also in the variable annuity business.

Q:       I guess the direction of my question, though, sir is what do you
         have that other companies in that business don't have is you have
         tremendous ratings. In the teacher market, is rating sensitive
         perhaps unlike others?

HG:      Yeah and we didn't neglect to understand that. We're aware of our
         AAA rating, as you know; hence, we'll be broadening the franchise
         of VALIC as rapidly as possible using, obviously, the improved

Q:       Congratulations again.

          Stacy Evans from KTRH Radio, you may ask your question.

Stacy Evans/KTRH Radio
- ----------------------

Q:       I'd like to direct this to Robert Devlin. What kind of job cuts or
         changes do you expect to

         see here in the Houston area?

RD:      We expect as we will look at the operations. Number one, it's a
         great put together because some of the areas where we have
         strength is more predominant than what Sun or AIG has and then
         conversely, the last question of the non-qualified variable
         annuity, our platform is very small and yet Sun America is
         excellent. So, there's some obvious things that we both can take
         advantage of that Hank and I have talked about and that we agree
         on. I mean, what you do in these type of situations is take the
         best of practices as well as the best people and that you build
         upon that. Obviously, here in Houston, there'll be no need for
         redundancy of positions that we have and that goes across many
         areas whether it's in our investment management area, financial
         reporting, tax, so on. So, obviously, when you put together an
         organization, there's no need for redundancies and we're in the
         process right now of going through that and that will tie in with
         the cost saves that was mentioned before of the ballpark figure of
         about $400 million, but that just obviously is not limited to
         Houston. There's operations throughout the U.S.; there's many
         other factors other than people that come into play where we'll
         get these cost saves.

Q:       Do you have any idea at this point in terms of a ballpark number,
         how many positions?

RD:      Oh, I would say you know, probably in the area of a couple of
         hundred positions that will be re-deployed, but again, remember
         that is fairly small in the entire scope of things. It may be more
         than that, it may be less, depending on where we see the strengths
         to build upon.

HG:      The only thing I would add to that, as you know, we have a lot of
         people in New York and a lot of divisions in New York, all of whom
         don't have to be here and when we look at the totality of this, we
         may be redeploying people in different parts of the country and
         some may wind up in Texas -- I don't know for sure about that
         right now -- but we're gonna look at the total picture to see
         where it's best to put people.

Q:       Is this something we'll hear about in the next couple of months as
         this all shakes out?

HG:      As it shakes out, it'll become very apparent.


Q:       Thank you very much.

               Bill Rigby from Ridus, you may ask a question.

Bill Rigby/Ridus
- ----------------

Q:       Hi, good morning. Can you tell us a little bit more about what
         Devlin's role will be? Will he be on the board of AIG?

HG:      Say that again, didn't hear that.

Q:       Sorry. Will Bob Devlin be appointed to the board of AIG?

HG:      He will be appointed to the board of AIG and will hold the title
         of Vice Chairman.

Q:       Okay and he'll still be in charge of the whole of American General?

HG:      Right.  He is the CEO of American General.

Q:       Okay, great. Thanks a lot.

 Bob Danbusick of Silverado Capital Management, you may ask your question.

Bob Danbusick/Silverado Capital Management
- ------------------------------------------

Q:       I'm just a little curious about the timing to close the deal.
         You're pretty aggressive on then timing -- you do need -- as you
         readily acknowledge a whole slew of regulatory approvals from the
         states and I am sure that they know both companies real well but
         I'm just wondering if you would elaborate on how you expect to get
         it through quite that quickly, especially 'cause I know you're
         gonna need a bunch of Form A's?

HG:      I'd rather be optimistic than pessimistic.

Q:       Wouldn't we all.

HG:      Well, we have -- we're pretty optimistic around here. We've got a
         pretty good team that


         will, together with American General's team on the regulatory side, be
         visiting lots of insurance departments as promptly as possible.
         Actually, when this call is over, they're gonna start and so, you know,
         we think that three to four months is what we're targeting to do now.
         Can I give you an ironclad guarantee, of course not, but we're gonna do
         our best to get it done then.

Q:       Was any of that groundwork laid in the past couple of months?

HG:      Some of it was laid in the past couple of months.

Q:       Okay, thanks.

        Ken Zuckerberg from Wasserstein, you may ask your question.

Ken Zuckerberg/Wasserstein
- --------------------------

Q:       Yes, good morning. I'll take an original approach and say a hardy
         Mazel Tov to both Bob and Hank.

         Hank, in looking at putting the two divisions together, one
         question I have is how long will it take for both AIG and AGC to
         operate under the same system platform and also, do you expect
         there to be any real estate consolidation in the transaction?

HG:      There'll be some real estate consolidation. Look, you know, we're
         gonna not wait until the deal is completed from the regulatory
         point of view. We'll be appointing teams instantly to climb over
         everything we possibly can and there's been work on the systems
         already looking at theirs and ours and see where some might
         migrate to one or the other, but obviously, there's a lot of work
         to be done in that but there's clearly going to be some

Q:       Is it too early to talk about potential costs of sort of aligning
         systems in real estate?

HG:      It's too soon to talk about that.

Q:       Okay. And just final question is: With regard to ratings, is the
         working assumption that the major rating agencies are going to
         reaffirm the AAA today?

HG:      They have done that before we even began the discussions, we
         talked with the rating agencies and at that time, they had no

Q:       Great, thanks very much and good luck.

      Ira Zuckerman from Nutmeg Securities, you may ask your question.

Ira Zuckerman/Nutmeg Securities
- -------------------------------

Q:       Yes, Hank, you mentioned in the previous comments and in the press
         release that you're going to do this as a pooling of interests. It
         was my understanding that the AICPA was going to ban pooling as a
         form of accounting starting about the middle of this year. If that
         happens, what's gonna happen with the way the transaction is

HG:      We're not -- there's not a problem with that. We're quite a ways
         before the deadline.

Q:       And will you be sending out at some point pro forma number so we
         can rejigger our models?

HG:      There'll be SEC filings.

Q:       Yeah. Okay, Thank you.

          Al Capra from Putnam Lovell, you may ask your question.

Al Capra/Putnam Lovell
- ----------------------

Q:       Thank you. I had a question for Mr. Greenberg. I was trying to get
         a better sense of your future acquisition strategy and trying to
         get a better feel for, are you just more opportunistic or is there
         something more specific you're looking to build on the retail side
         and if so, given the new combination of American General and AIG,
         are there any distribution points or product points that you're
         looking to fill in that whole matrix?

HG:      We have no thoughts about another acquisition right now. We're
         pleased with what we have put together. We think we have all the
         pieces in place. That doesn't mean, you know, at any time in the
         future where something emerges that has benefits to AIG


         overall that we wouldn't consider it. We're always, you know, open
         minded to opportunities. That's been part of AIG's culture, but we
         don't go around and looking, you know, just to buy. We build from
         within, historically, but in the last year or so, there were several
         opportunities. One was in Japan, and of course, American General we
         consider a great opportunity and it fits AIG for all the reasons I've
         stated, but you know, we're not hanging out a sign saying, you know,
         here we are, we're on the hunt for something new.

Q:       That's helpful. Thank you.

        Adrian Michaels, Financial Times, you may ask your question.

Adrian Michaels/Financial Times
- -------------------------------

Q:       Good morning. Is American General's plan still to move its
         headquarters to New York and can you give us an idea about overall
         job cuts at this stage?

HG:      Well, my point of view there is no intention of moving American
         General out of Houston, Texas. Its headquarters are there and I
         believe it will remain there. As to the job cuts, Bob Devlin
         commented on that a few moments ago. I don't think it's changed
         since he first answered it.

Q:       I think he refers specifically about job cuts in the Houston area.
         I was talking about overall.

HG:      I don't think we can answer that right now as to what areas of the
         country that we job. There's obviously gonna be some redundancies
         as we put things together, you know, that's inevitable, but we
         said, the best of breed will be chosen and you know, so that work
         starts immediately and we'll have a better handle on the numbers
         at some time in the near future.

Q:       All right.


Question and Answer Session (Continued)

Dave McGowan / Salomon Smith Barney
- -----------------------------------

Q:       Good morning. It's Dave McGowan. A question about the debt. Have
         you decided yet whether AIG will assume or guarantee American
         General's debt obligation? And I believe the rating agencies have
         indicated their expectation that AIG would reduce American
         General's leverage to a level that's more commensurate with AIGs.
         Have you figured out a plan for doing that?

HG:      Yes, we have a plan and over a reasonable period of time, the debt
         will be reduced.

Q:       Very quickly on the ratings. Is it safe to infer from your
         comments that your expectations is that American General's ratings
         would be equalized with those of AIG?

HG:      No, I'm not sure it will be equalized to AIG AAA, but I'm sure
         that -- I think they were put on credit watch for a rating
         increase. And what rating it will come up to, I can't tell you.

Q:       Thank you.

             Dane Martin, Guardian. You may ask your question.

Dane Martin, Guardian.
- ----------------------

Q:       Yes, hi. Can you tell me the executive shareholdings and share
         options, will they be exercised immediately upon a change of
         control or is it going to be the same sort of agreements that
         exists with the Prudential company, whereby both Bob and other
         executives will actually keep a stake in the newly merged company?

HG:      They vest upon the change in control, that's their options. And
         they convert ultimately to AIG options. And you'll have to ask the
         individuals whether they're going to hold the options at best or
         they're going to -- when they get their stock or they're going to
         sell it.


RD:      Just a comment on that, Hank. I, as well as our key executives,
         plan to grow our stock options and keep the stock that we
         currently have. Obviously, one of the benefits of this is that it
         is tax free and we think that there's great upside opportunities
         once these two organizations or once American General becomes part
         of AIG. And as everyone knows, AIG is the premier insurance
         performer in the world. So, we are very interested in holding our
         positions in American General stock that will soon become AIG

Q:       Can I just clarify that, Mr. Devlin, just a minute. I mean,
         obviously you have the most shares with 4.6 million. You are
         actually saying that you are quite keen to keep that stake in the

RD:      That's correct.

Q:       Okay.

RD:      I'm not selling any of mine.

Q:       (Laughs.)  Okay.  Thanks very much.

                   (???), CNN. You may ask your question.

Q:       Gentlemen, could you, please, give us a little of the history of
         how you got this deal together finally and include the coming and
         going of Prudential of Great Britain.

HG:      (Laughs.) Well, you know, this could be -- are you looking for a
         novel or what here? Bob and I had talked sometime ago, which we're
         friendly, but it didn't go anyplace at that time. When the
         Prudential announced its offer and the market wasn't too happy
         with the offer, we waited for a couple of weeks and thought about
         it a great deal because we had great admiration for American
         General and for all the reasons that I've expressed this morning.
         And after consideration, we decided that we would make an offer to
         the company. I called Bob Devlin. He obviously had fiduciary
         responsibilities along with his board to consider other
         alternatives, which he did. And we sent the proposal to him. We
         had a number of meetings, all of which confirmed from our point of
         view and I think from his that the combination would be superior
         than the combination that was originally

         announced and the outcome is the announcement late last night or early
         this morning.

Q:       Now, is Prudential, in fact, getting a $600 million fee to go away
         and are they dropping their suit against AIG?

HG:      Yes to both questions.

Q:       Thank you.

          Joanne Smith of UBS Warburg, you may ask your question.

Joanne Smith/UBS Warburg
- ------------------------

Q:       Yes. Good morning. I was just wondering if you could give us a
         little bit more information concerning the management structure.
         We know that Bob Devlin will be vice chairman and will be CEO of
         American General. What about the other American General
         executives? Have they been assigned positions? And the second
         question would be, I was wondering post acquisition, could you
         provide us with some information concerning the details of
         disclosure with respect to the U.S. Life Insurance and Retirement
         Services' businesses so that we can track the progress of the U.S.
         operations going forward?

RD:      Yeah. Taking the latter part first, there will be -- you know,
         we're going to file with the SEC all the relevant data, post
         acquisition. We'll continue to supply market information -- to the
         market, information on our operations and you'll be able to track
         it. The supplementary data will be clear enough for that. With
         respect to the management structure, the question that you asked
         before, the key people at American General will continue to run
         their operations. Some may have enlarged responsibilities as we
         put things together. You know, all of that is to come. But the key
         people we think will hold very responsible jobs.

Q:       And just as a follow-up, with respect to the way that American
         General reports their information, will you be following that
         format going forward or will you adopt some other method?


RD:      I can't answer that right now.

Q:       Thank you.

      Mark Babinek of The Associated Press, you may ask your question.

Mark Babinek, The Associated Press
- ----------------------------------

Q:       Hi. I guess this would be more for Mr. Devlin. Obviously, American
         General has a long place in the Houston community being founded by
         Gus Wortham. You've made it fairly clear that it sounds like it's
         going to stay relatively intact presumably at the headquarters and
         presumably continue onward under the American General brand. From
         an esoteric outside perspective, what kind of changes I guess
         would we see American General undergo in the Houston area in the
         next few months and years?

RD:      Well, to project out two years is pretty difficult because a lot
         of things transpire over that period of time, but I think we
         pretty much covered what you're asking, and that is that we're
         going to obviously eliminate redundancies where there are
         redundancies. We'll obviously take the best of breed in terms of
         platforms, distribution systems, and people to run those various
         operations. And as I pointed out earlier, you know, we have a very
         modest non-qualified variable annuity platform where Sun America
         has an excellent one if not one of the best in the country. So, it
         just makes sense to take our platform and integrate it into
         theirs. Conversely, we have a very strong fixed annuity platform
         particularly through the bank distribution channel. So, there's
         opportunities to pick up some of the activities that either Sun or
         AIG are doing there. So, what we're looking to is where we can
         enhance the bottom line. We take those actions. Whether those
         actions involve American General platforms or people, that's what
         you do in these type of situations.

Q:       And one more thing. You ballparked maybe a couple hundred
         positions that might be I think you said redeployed. How many
         positions does American General currently employ in the Houston
         area and overall?

RD:      We have 15,000 plus employees throughout the United States and
         about 3500 here in Houston.


Q:       And the 200 or so -- I know that's a ballpark figure you mentioned
         -- was specifically at the headquarters you think?

RD:      Well, again, you know, once we get in and devise specific plans,
         which up to this point we have not, I think we'll be able to be
         more specific with you within the next month or so.

Q:       Okay.  Thank you, sir.

        David Chandler of Cafe Financial, you may ask your question.

David Chandler/Cafe Financial
- -----------------------------

Q:       Yes. Good morning and congratulations. I just wanted to find out
         if there were any walk aways that --

HG:      Any what?

Q:       Walk aways if the stock was to drop below a certain price, and if
         so, is there a termination fee?

HG:      No, there's no walk away.

Q:       No walk aways.  All right.  Thank you.

   Richard Wilshire of Davenport and Company, you may ask your question.

Richard Wilshire/Davenport and Company
- --------------------------------------

Q:       Yes. I'd like to direct this to Mr. Greenberg. I want to
         congratulate Bob. AIG's a great company and I think he's done a
         great job. But the dividend policy of the two companies are quite
         different and I'm curious to know is it possible that AGC
         shareholders will receive an opportunity to get a convertible
         preferred or is it locked in stone this -- what's been said
         already. And what is AIG's dividend policy?

HG:      It's locked in stone.


Q:       Thank you.  (Laughs.)

HG:      The dividend policy is as -- historically has been we don't pay a
         large dividend. We're a growth company. We'll continue to be that
         way. We do increase our dividend virtually every year, but it's a
         modest dividend and we think people own AIG because of the total
         return, not just the dividend return.

Q:       Thank you very much.

      Shelby Davis of Shelby Davis Company, you may ask your question.

Shelby Davis/Shelby Davis Company
- ---------------------------------

Q:       Yes. Hank, I'm traveling, but in your head, after closing to this
         deal, could you give us a rough pro forma sort of breakdown of
         your earnings related to different categories such as life and
         annuities, property casualty, and other, you know, financial
         products and then also a breakdown between domestic and foreign

HG:      How much time do you have?

Q:       (Laughs.)

HG:      It's about 50% life insurance and 35% of property casualty and
         about 15% financial services. And domestic and foreign life, I
         don't have it in my head right now, but it's getting close to --
         about close to 50/50.

Q:       Uh-huh. And, obviously, you think this will enhance not only the
         growth I guess of the company, but also the stability potentially
         of the earning power.

HG:      Look, you know that our policy has always been to have a business
         model that produces consistent quality predictable earnings and I
         believe this will enhance that.

Q:       Thanks, Hank.  Great.

            Cheryl Monk of Dow Jones, you may ask your question.

Cheryl Monk/Dow Jones
- ---------------------

Q:       Two quick questions. On the cost savings, is it $400 million
         pre-tax this year or each year, or what's that?

HG:      It'll be pre-tax $400 million in a 12 month period.

Q:       Every 12 month period or is this for the next 12 months?

HG:      Come on. I mean, you're not serious. You're not going to taking
         $400 million out every year. It's $400 million and that will be a
         run rate, yeah.

Q:       Okay. And I know this has been asked, but I'm still not clear.
         When Bob was talking before about the couple hundred people
         re-deployed, he was specifically talking about the Houston area
         only. Correct?

HG:      Bob, you want to answer that?

RD:      Yeah. Again, it's just not necessarily limited to Houston. And I
         want to point out, I mean, you know, I was trying to give you a
         ballpark figure, but again, there's going to be a lot of
         opportunities. We're a fairly large organization ourselves and AIG
         is significantly larger, substantially larger. And there's always
         opportunities in an organization and as people perform, they'll be
         given opportunities to take on responsibilities in other areas.
         So, as I said, you know, we have over 15,000 employees in the
         United States. Some of the people in Houston may be re-deployed to
         other parts of the country. If they want to take those
         opportunities, that would be great. If they don't, then that's a
         personal decision.

HG:      There may even be some opportunities internationally for some.

RD:      Exactly.

HG:      Okay.  And we have time for one more question.

    The last question comes from Shannon Buggs of The Houston Chronicle

Shannon Buggs/The Houston Chronicle
- -----------------------------------

Q:       Hi. I wanted to know would Bob Devlin and the top executives for
         American General still be working in the Houston area or will they
         be working out of New York?

HG:      Well, Bob Devlin will probably be in both places and the senior
         executives of American General will continue to be where they are.
         That doesn't mean it's locked in stone because, you know, this is
         a dynamic organization. New opportunities arise and we'll give
         opportunities to the best people as Bob Devlin said a few moments
         ago. And some of them may move and some may not. But at this
         moment, the key executives will remain in place.

Q:       Okay. And does that mean that Bob Devlin will be living in Houston
         or in New York?

HG:      He lives in both places as far as I know, but Bob, you'll have to
         answer that.

RD:      Yeah, I think that the interesting thing is that, you know, when
         you're -- when our top executives travel around, you know, some
         would wonder where they're headquartered 'cause they're always on
         the road. And that's exactly what these top jobs call for. You go
         where you've got to go to get the job done. And, you know, if a
         person needs to be relocated to a specific area because it makes
         more sense to do that, then we go ahead and do that, but obviously
         in the last five years, I have split my time between New York,
         Houston, and many other places. So, you go to where you've got to
         go to get the job done.

HG:      All right.  Thank you very much.  Bob, see you soon.

RD:      Okay.  Take care, Hank.

HG:      Bye.

                     RD: Bye. (End of Conference Call)