Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2009, American International Group, Inc. (AIG) was notified by Stephen F. Bollenbach, Martin S. Feldstein and James F. Orr III, directors of AIG, that they will not stand for reelection to the Board of Directors at AIG's 2009 Annual Meeting of Shareholders.
Section 8 - Other Events
Item 8.01. Other Events.
Working with AIG's Board of Directors, Edward M. Liddy, AIG's Chairman and Chief Executive Officer, has determined that coincident with the reconfiguration of the Board of Directors, AIG should also initiate the necessary actions to install a more permanent leadership team and structure. Accordingly, he has informed the Board of Directors of his intention to resign from his positions with AIG, including his service as a director, once appropriate permanent replacements are appointed. The Board of Directors concurs with Mr. Liddy's recommendation that the roles of Chairman and Chief Executive Officer be separated going forward and intends to conduct a search to fill both positions. The search will include participation by both the reconstituted Board of Directors of AIG and the Trustees of the AIG Credit Facility Trust, a trust established for the sole benefit of the United States Treasury.

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