Shareholders of American International Group, Inc. (AIG) today elected eleven directors at the company’s annual meeting of shareholders and voted to support six of the seven proposals submitted by AIG. Proposal 3, an amendment to increase the authorized number of shares of AIG Common Stock, was not approved. As the AIG Board recommended, shareholders withheld support for the three shareholder proposals submitted for consideration. Nominees to the Board were elected with shares in favor of 95 percent or more. The results were as follows:

(a) Elected eleven directors as follows:

There were no broker non-votes with respect to this item.

(b) Approved by a vote of 12,152,103,773 shares for and 223,994,011 shares against, with 32,819,882 shares abstaining, a non-binding shareholder resolution to approve executive compensation.

(c) Failed to approve, by failure to receive the vote of a majority of the outstanding common stock, a proposal to amend AIG’s Restated Certificate of Incorporation to increase the authorized shares of common stock from 5,000,000,000 shares to 9,225,000,000 shares, although the class vote of the common stock was 1,229,406,549 shares for and 515,550,521 shares against, with 21,701,796 shares abstaining, and the combined vote of the common stock and the Series C Preferred Stock was 11,871,665,349 shares for and 515,550,521 shares against, with 21,701,796 shares abstaining .

(d) Approved by a vote of 12,133,960,487 shares for and 228,802,024 shares against, with 46,155,155 shares abstaining, a proposal to amend AIG’s Restated Certificate of Incorporation to effect a reverse stock split of AIG’s outstanding common stock at a ratio of one-for-twenty.

(e) Approved by a vote of 10,863,510,490 shares for and 560,128,380 shares against, with 4,156,043 shares abstaining, a proposal to amend AIG’s Restated Certificate of Incorporation to increase the authorized shares of preferred stock from 6,000,000 shares to 100,000,000 shares.

(f) Approved by a vote of 11,089,731,042 shares for and 329,484,803 shares against, with 8,579,068 shares abstaining, a proposal to amend AIG’s Restated Certificate of Incorporation to (i) permit AIG’s Board of Directors to issue series of preferred stock that are not of equal rank and (ii) cause the Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, the Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock and any other series of preferred stock subsequently issued to the United States Department of the Treasury to rank senior to all other series of preferred stock.

(g) Approved by a vote of 11,106,060,210 shares for and 313,840,324 shares against, with 7,894,379 shares abstaining, a proposal to amend AIG’s Restated Certificate of Incorporation to eliminate any restriction on the pledging of all or substantially all of the property or assets of AIG.

(h) Approved by a vote of 11,921,112,861 shares for and 462,631,785 shares against, with 25,173,020 shares abstaining, a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2009.

(i) Rejected by a vote of 420,131,927 shares for and 10,999,792,794 shares against, with 7,870,192 shares abstaining, a shareholder proposal relating to executive compensation retention upon termination of employment.

(j) Rejected by a vote of 525,096,995 shares for and 10,894,674,277 shares against, with 8,023,641 shares abstaining, a shareholder proposal relating to special meetings of shareholders.

(k) Rejected by a vote of 300,298,291 shares for and 11,117,264,111 shares against, with 10,232,511 shares abstaining, a shareholder proposal relating to reincorporation of AIG in North Dakota.

American International Group, Inc. (AIG), a world leader in insurance and financial services, is the leading international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG’s common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo.

AIG
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Christina Pretto, 212-770-7083
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