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AIG Offers Results of Consent Solicitation

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American International Group, Inc. (NYSE: AIG) (“AIG”) today announced the successful completion of its solicitation of consents (the “Consent Solicitation”) from holders of record at 5:00 p.m., New York City time, on November 29, 2012 (the “Record Date”) of its 8.125% Debentures Due 2023, 7.05% Notes Due 2025, 7.00% Notes Due 2026 and 5.60% Debentures Due 2097 (the “Securities”) to amend (the “Amendment”) the Senior Indenture, dated as of April 15, 1993, as supplemented by the Supplemental Indenture, dated as of June 28, 1993, the Supplemental Indenture, dated as of October 28, 1996, and the Third Supplemental Indenture, dated as of January 1, 1999 (as so supplemented, the “Indenture”), in each case between AIG (as successor to SunAmerica Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to the First National Bank of Chicago), as Trustee (the “Trustee”).

The Consent Solicitation expired at 5:00 p.m., New York City time, on Wednesday, December 12, 2012 (the “Expiration Time”). Holders of the Securities who validly delivered and did not revoke their consent prior to the Expiration Time will receive a consent fee of $2.50 for each $1,000 principal amount of Securities for which such holder delivered its consent.

AIG received the consent of the holders of a majority in aggregate principal amount of the Securities outstanding as of the Record Date of all series affected by the Amendment (voting as one class), as required for the amendment of the Indenture.

In connection with the consummation of the Consent Solicitation, AIG and the Trustee executed the Fourth Supplemental Indenture, dated as of December 12, 2012, to the Indenture, in order to effect the Amendment. The Amendment permits intercompany transfers of Voting Stock of Restricted Subsidiaries (as those terms are defined in the Indenture): (i) to AIG; (ii) to any other Restricted Subsidiary that is, and following such transaction or series of transactions would remain, wholly owned by AIG, directly or indirectly (including through an entity that is not a Restricted Subsidiary), or to one or more entities that are wholly owned by such a Restricted Subsidiary; (iii) to an entity that, as a result of such transaction or series of transactions, would become a Restricted Subsidiary that meets the requirements of clause (ii); or (iv) in a merger of a Restricted Subsidiary with and into another Restricted Subsidiary or AIG. The Amendment is effective with respect to all holders of the Securities, including non-consenting holders and all subsequent holders of the Securities.

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