AIG and the U.S. Department of the Treasury Complete Offering of AIG Common Stock

American International Group, Inc. (NYSE: AIG) announced today the completion of a registered public offering of 300 million shares of AIG common stock, par value $2.50 per share, by AIG and the U.S. Department of the Treasury ("Treasury”), as the selling shareholder.

One hundred million shares were issued and sold by AIG and 200 million shares were sold by Treasury. Treasury has also granted the underwriters an option to purchase up to 45 million additional shares to cover sales of shares in excess of those 300 million shares.

AIG did not receive any of the proceeds from the sale of the shares of AIG common stock by Treasury.

BofA Merrill Lynch, Deutsche Bank Securities, Goldman, Sachs & Co. and J.P. Morgan Securities LLC served as joint global coordinators, and Barclays Capital, Citi, Credit Suisse Securities (USA) LLC, Macquarie Capital, Morgan Stanley, UBS Investment Bank, and Wells Fargo Securities served as joint bookrunners for the offering.

"Today marks the latest major milestone in AIG’s comeback, as we strive to ensure that American taxpayers recoup their entire investment in AIG. Treasury and AIG completed today a sale of AIG common stock to the public at a price that represents a small profit on the shares sold by Treasury,” said Robert H. Benmosche, AIG President and Chief Executive Officer.

"Earlier this year, AIG repaid the Federal Reserve Bank of New York (FRBNY) in full. When the money that AIG repaid the FRBNY and already paid Treasury is added to the proceeds from this stock sale, U.S. taxpayers have recouped more than $41 billion this year. In light of our track record, we are confident that we will continue to build long-term value for all of our stakeholders, including U.S. taxpayers, our shareholders, our clients, and our employees, whose teamwork, integrity, and entrepreneurial spirit are the basis of our future success.”

The offering was made under AIG's shelf registration statement filed with the Securities and Exchange Commission and only by means of a prospectus supplement and accompanying prospectus. A copy of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from the Securities and Exchange Commission’s Web site at www.sec.gov or by contacting any of (i) BofA Merrill Lynch, Attn: Prospectus Department, 4 World Financial Center, New York, New York 10080 or by emailing dg.prospectus_requests@baml.com; (ii) Deutsche Bank Securities, Attn: Prospectus Department, Harborside Financial Center, 100 Plaza One, Jersey City, New Jersey 07311-3988, by calling 800-503-4611 or by emailing prospectus.cpdg@db.com; (iii) Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, New York 10282, by calling toll-free 866-471-2526, by faxing 212-902-9316 or by emailing prospectus-ny@ny.gmail.gs.com; or (iv) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department or by calling 866-803-9204.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of AIG common stock, nor will there be any sale of AIG common stock in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent only AIG’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Part II, Item 1A. Risk Factors of AIG’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, throughout Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Part I, Item 1A. Risk Factors of AIG’s Annual Report on Form 10-K for the year ended December 31, 2010, and in the "Risk Factors” section of the prospectus relating to the offering. Except for AIG's ongoing obligation to disclose material information as required by federal securities laws, it does not intend to provide an update concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof.

American International Group, Inc. (AIG) is a leading international insurance organization serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo.