AIG Announces Voting Results of Annual Meeting of Shareholders

NEW YORK--(Business Wire)--
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:

Nominee Shares For Shares Withheld Abstained
Dennis D. Dammerman 11,938,113,848 422,721,838 48,081,980
Harvey Golub 12,212,248,475 147,050,579 49,618,612
Laurette T. Koellner 11,957,954,654 401,282,148 49,680,864
Edward M. Liddy 11,940,512,780 425,652,019 42,752,867
Christopher S. Lynch 11,946,435,744 417,191,338 45,290,584
Arthur C. Martinez 11,916,844,822 442,237,884 49,834,960
George L. Miles, Jr. 11,796,090,907 547,204,186 65,622,573
Robert S. Miller 11,903,879,215 456,583,807 48,454,644
Suzanne Nora Johnson 11,941,841,333 418,961,112 48,115,221
Morris W. Offit 11,810,838,096 530,417,710 67,661,860
Douglas M. Steenland 11,936,491,704 421,986,728 50,439,234

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
News Media
Christina Pretto, 212-770-7083
or
Investment Community
Terri Watson, 212-770-7074

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