Fill and Sign the Proposal to Amend Chevrons Restated Certificate Secgov Form

II. APPROVAL OF A PROPOSAL TO AMEND THE RESTATED CERTIFICATE OFINCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK Your Board of Directors recommends that the shareholders approve a proposal to amend the Restated Certificate of Incorporation of AIG (the "Certificate") to increase the a uthorized shares of AIG Common Stock from 500,000,000 shares to 1,000,000,000 shares. At January 31, 1995, there were 315,892,792 shares of AIG Common Stock outstanding, and an additional 21,498,192 shares of AIG Common Stock were held in AIG's treasury or by AIG subsidiaries. If the amendment is adopted, approximately 660,000,000 shares of AIG Common Stock would be authorized and unissued. At December 31, 1994, there were 4,855,696 shares of AIG Common Stock reserved for issuance pursuant to exercise of stock options under the various AIG option plans and exercise of purchase privileges under the AIG Employee Stock Purchase Plan. There are no pre-emptive rights relating to the AIG Common Stock. Except to the extent that AIG may issue the shares of AIG Common Stock reserved therefor pursuant to its stock purchase and stock option plans, AIG has not entered into any agreements or understandings, and has no present plans, for the issuance of additional shares of AIG Common Stock, but wishes to have such shares available for future issuances as the need may arise. No further shareholder approval would be required prior to the issuance of the additional shares authorized by this amendment. The Board's purpose in proposing the increase in the number of authorized shares of AIG Common Stock is to have shares available for future issuances from time to time as and when the Board determines that such issuances may be desirable. The Securities and Exchange Commission requires AIG to discuss how such shares could be used to make it more difficult to effect a change in control of AIG. For example, the additional shares of AIG Common Stock could be used to dilute the stock ownership of a person seeking to obtain control of AIG or coul d be privately placed with purchasers who would support the Board in opposing a hostile takeover attempt. This proposal to amend the Certificate is not in response to any effort of which AIG is aware to accumulate AIG Common Stock or obtain control of AIG, nor is it part of a plan by management to recommend a series of similar amendments to the Board of Dire ctors and shareholders. The Board does not presently contemplate recommending the adoption of any other amendments to the Certificate which could be construed to affect the abili ty of third parties to take over or change control of AIG. In addition to AIG Common Stock, under the current Certificate AIG is authorized to issue 6,000,000 shares of Preferred Stock, par value $5.00 per share, in series, and at January 31, 1995, there were no shares of such Preferred Stock outstanding. Approval of this amendment to the Restated Certificate of Incorporation requires -approval by a majority of the shares of AIG Common Stock entitled to vote thereon. As a result, any shares not voted (whether by abstention, broker non-vote or otherwise) will have the same effect as a vote against the proposal. Your Board of Directors recommends a vote FOR the proposal to approve this Amendment. American International Group, Inc. 4/3/95