Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective August 10, 2009, the Board of Directors (the Board) of American International Group, Inc. (AIG) amended the By-laws of AIG to provide that the Chairman of the Board must be a director who is independent under the New York Stock Exchange listing standards, and to remove the position of Lead Independent Director. A copy of AIG's Amended By-laws is filed herewith as Exhibit 3(ii) and is incorporated by reference herein.
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit 3(ii) American International Group, Inc. By-laws, as amended on August 10, 2009.

---