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OMB
APPROVAL
OMB
Number: 3235-0287
Expires:
February 28, 2011
Estimated
average burden
hours
per response………11
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American
International Group Inc.
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(Name
of Issuer)
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Common
Stock, $2.50 par value
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(Title
of Class of Securities)
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026874784
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(CUSIP
Number)
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April
30, 2010
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(Date
of Event Which Requires Filing of this
Statement)
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CUSIP
No
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026874784
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Fairholme
Capital Management, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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24,194,100
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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25,467,800
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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25,467,800
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.9%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP
No
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026874784
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Bruce R.
Berkowitz
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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24,194,100
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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25,467,800
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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25,467,800
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.9%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
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CUSIP
No
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026874784
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Fairholme
Funds, Inc.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Maryland
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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23,283,800
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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23,283,800
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,283,800
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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17.2%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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Item
1.
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(a).
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Name
of Issuer:
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American
International Group, Inc.
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(b).
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Address
of issuer's principal executive offices:
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70
Pine Street, New York, New York 10270
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Item
2.
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(a).
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Name
of person filing:
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Fairholme
Capital Management, L.L.C.
Bruce
R. Berkowitz
Fairholme
Funds, Inc.
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(b).
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Address
or principal business office or, if none, residence:
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Fairholme
Capital Management, L.L.C.
4400
Biscayne Boulevard, 9th
Floor
Miami,
FL 33137
United
States of America
Bruce
R. Berkowitz
c/o
Fairholme Capital Management, L.L.C.
4400
Biscayne Boulevard, 9th
Floor
Miami,
FL 33137
United
States of America
Fairholme
Funds, Inc.
c/o
Fairholme Capital Management, L.L.C.
4400
Biscayne Boulevard, 9th
Floor
Miami,
FL 33137
United
States of America
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(c).
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Citizenship:
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Fairholme
Capital Management, L.L.C. - Delaware
Bruce
R. Berkowitz – United States of America
Fairholme
Funds, Inc. - Maryland
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(d).
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Title
of class of securities:
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Common
Stock, $2.50 par value
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(e).
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CUSIP
No.:
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026874784
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Item
3.
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If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is
a
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(a)
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[_]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[_]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[_]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[X]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[X]
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[_]
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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Fairholme
Capital Management, L.L.C.-25,467,800
Bruce
R. Berkowitz – 25,467,800
Fairholme
Funds, Inc.-23,283,800
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(b)
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Percent
of class:
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Fairholme
Capital Management, L.L.C.-18.9%
Bruce
R. Berkowitz – 18.9%
Fairholme
Funds, Inc.-17.2%
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(c)
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Number
of shares as to which Fairholme Capital Management, L.L.C.
has:
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(i)
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Sole
power to vote or to direct the vote
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0
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(ii)
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Shared
power to vote or to direct the vote
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24,194,100
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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0
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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25,467,800
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Number
of shares as to which Bruce R.
Berkowitz:
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(i)
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Sole
power to vote or to direct the vote
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0
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(ii)
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Shared
power to vote or to direct the vote
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24,194,100
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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0
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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25,467,800
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Number
of shares as to which Fairholme Funds,
Inc.:
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(i)
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Sole
power to vote or to direct the vote
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0
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(ii)
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Shared
power to vote or to direct the vote
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23,283,800
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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0
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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23,283,800
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Instruction: For
computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1).
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[_].
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N/A
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary.
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N/A
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Item
8.
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Identification
and Classification of Members of the
Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the
group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
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N/A
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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Bruce
R. Berkowitz
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By: /s/ Paul
Thomson
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(Attorney-in-fact)
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Fairholme
Capital Management, L.L.C.
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By: /s/ Paul
Thomson
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(Attorney-in-fact)
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Fairholme
Funds, Inc.
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By: /s/ Paul
Thomson
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(Attorney-in-Fact)
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Bruce
R. Berkowitz
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By: /s/ Paul
Thomson
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(Attorney-in-fact)
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Fairholme
Capital Management, L.L.C.
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By: /s/ Paul
Thomson
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(Attorney-in-fact)
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Fairholme
Funds, Inc.
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By: /s/ Paul
Thomson
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(Attorney-in-Fact)
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