AIG to Acquire HSB Group

August 18, 2000

American International Group, Inc. and Hartford Steam Boiler Group, Inc. (HSB) have entered into a definitive agreement whereby AIG will acquire 100 percent of the outstanding stock of HSB Group. HSB stockholders will receive AIG common stock with a value equal to $41 per share of common stock.

The total value of the transaction is approximately $1.2 billion. The transaction has been approved by the boards of both companies, and is subject to various regulatory approvals, as well as the approval of HSB stockholders.

The parties expect that the transaction will be able to close later this year or early next year. In connection with the agreement, HSB has issued to AIG an option to purchase up to 19.9 percent of its common stock under certain conditions. The transaction will be treated as a purchase for accounting purposes. It is anticipated that the transaction will qualify as a tax-free reorganization for federal income tax purposes.

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. HSB Group is the parent company of The Hartford Steam Boiler Inspection and Insurance Company and is a global provider of specialty insurance products, engineering services and management consulting.

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