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American International Group

American International Group, Inc. also known as AIG is a multinational insurance corporation with over 63,000 employees globally. AIG companies serve customers in more than 130 countries around the world; the company is a provider of property casualty insurance, life insurance and retirement services, and mortgage insurance. AIGs corporate headquarters are in New York City, its British headquarters are in London, continental Europe operations are based in La Dfense, Paris, and its Asian headquarters are in Hong Kong. According to the 2013 Forbes Global 2000 list, AIG was the 62nd-largest [4] public company in the world. As of April 21, 2013, it had a market capitalization of $57.53 billion.

Financial crisis
AIG faced the most difficult financial crisis in its history when a series of events unfolded in late 2008. The insurer had sold credit protection through its London unit in the form of credit default swaps (CDSs) on [39] collateralized debt obligations (CDOs) but they had declined in value. The AIG Financial Products division, headed by Joseph Cassano, in London, had entered into credit default swaps to insure $441 billion worth of securities originally rated AAA. Of those securities, $57.8 billion were structured debt [39][40] securities backed by subprime loans. As a result, AIGs credit rating was downgraded and it was required to post additional collateral with its trading counter-parties, leading to an AIG liquidity crisis that began on September 16, 2008. The United States Federal Reserve Bank stepped in, announcing the creation of a secured credit facility of up to US$85 billion to prevent the company's collapse, enabling AIG to deliver additional collateral to its credit default swap trading partners. The credit facility was secured by the stock in AIG-owned subsidiaries in the form of warrants for a 79.9% equity stake in the company and [41][42][43] the right to suspend dividends to previously issued common and preferred stock. The AIG board accepted the terms of the Federal Reserve rescue package that same day, making it the largest [citation needed] government bailout of a private company in U.S. history. On January 21, 2009, it was announced that AIG would not be renewing its sponsorship of [44] the Manchester United Soccer club at the end of the deal in May 2010. On March 17, 2009, AIG announced that they were paying $165 million in executive bonuses, according to news reports. Total bonuses for the financial unit could reach $450 million and bonuses for the entire [45] company could reach $1.2 billion. President Barack Obama, who voted for the AIG bailout as a [46] Senator responded to the planned payments by saying "[I]t's hard to understand how derivative traders at AIG warranted any bonuses, much less $165 million in extra pay. How do they justify this outrage to the taxpayers who are keeping the company afloat?" and "In the last six months, AIG has received substantial sums from the U.S. Treasury. Ive asked Secretary [Timothy] Geithner to use that leverage and pursue every legal avenue to block these bonuses and make the American taxpayers whole."[100] Politicians on both sides of the Congressional aisle reacted with outrage to the planned bonuses. Political [citation needed] commentators and journalists expressed an equally bipartisan outrage. Due to the Q3 2011 net loss widening, on November 3, 2011 the AIG shares plunged 49 percent year to [47] date. The insurer's board approved the share buyback of as much as $1 billion. The U.S. Department of The Treasury in December 2012 published an itemized list of the loans, stock purchases, special purpose vehicles (SPVs) and other investments engaged in with AIG, the amount AIG

paid back and the positive return on the loans and investments to the government. Treasury said that it and the Federal Reserve Bank of New York provided a total $182.3 billion to AIG, which paid back a total $205 billion, for a total positive return, or profit, to the government of $22.7 billion. In addition, AIG sold off a number of its own assets to raise money to pay back the government. On June 11, 2008, three stockholders, collectively owning 4% of the outstanding stock of AIG, delivered a letter to the Board of Directors of AIG seeking to oust CEO Martin Sullivan and make certain other management and Board of Directors changes. This letter was the latest volley in what the Wall Street Journal deemed a "public spat" between the Company's Board and management, on the one hand, and [49] its key stockholders, and former CEO Maurice "Hank" Greenberg on the other hand. AIG since September 2008 marketed its assets to pay off its government loans. A global decline in the valuation of insurance businesses, and the weakening financial condition of potential bidders, challenged [50] its efforts. AIG closed on the sale of its Hartford Steam Boiler unit on March 31, 2009 to Munich Re for [51][52] $742 million, which was announced December 22, 2008. On April 16, 2009, AIG announced plans [53] to sell 21st Century Insurance subsidiary to Farmers Insurance Group for $1.9 billion. June 10, 2009. [54] AIG sold down its majority ownership of reinsurer Transatlantic Re. The Wall Street Journal reported on September 7, 2009 that Pacific Century Group had agreed to pay $500 million for a part of American International Group's asset management business, and that they also expected to pay an additional [55] $200 million to AIG in carried interest and other payments linked to future performance of the business. AIG agreed in March 2010 to sell its American Life Insurance Co. (ALICO) to MetLife Inc. for $15.5 billion [56] in cash and MetLife stock. Bloomberg L.P. reported on March 29 that after almost three months of delays, AIG had completed the $500 million sale of a portion of its asset management business, branded [57] PineBridge Investments, to the Asia-based Pacific Century Group. Fortress Investment Group [58] purchased 80% of the interest in financing company American General Finance in August 2010. AIG in September sold AIG Starr and AIG Edison, two of its Japan-based companies, to Prudential Financial for [59][59] $4.2 billion in cash and $600 million in assumption of third party AIG debt by Prudential. On November 1, AIG announced it has raised $36.71 billion from both the sale of ALICO and its IPO of AIA. [60] Proceeds go specifically to pay off FRB of New York loan. In October 2010 the WSJ reported that a family sued AIG for alleged complicity in a 'stranger-originated life insurance' scheme, whereby AIG managers allegedly welcomed people without aninsurable interest to take out life insurance policies against others. The case involved JB Carlson and Germaine Tomlinson, [61] and was one of many similar lawsuits in the US at the time. Reported in January 2011, AIG sold its Taiwanese life insurance company, Nan Shan Life, to a [62] consortium of buyers for $2.16 billion. September 6, 2012. AIG sold $2 billion of its investment in AIA to repay government loans. The board [63] also approved a $5 billion stock repurchase of government-owned shares in AIA. The Treasury Department realized a gain of more than $22 billion from the sale of AIG common stock and [64] $0.9 billion from the sale of AIG preferred stock. May 7, 2012. Treasury announced an offering of 188.5 million shares of AIG for a total of $5.8 billion. The [65] sale reduced Treasurys stake in AIG to 61 percent, from 70 percent before the transaction. September 14, 2012. The Treasury completed its fifth sale of AIG common stock, with proceeds of approximately $20.7 billion, reducing the Treasurys ownership stake in AIG to approximately 15.9

[48]

percent from 53 percent. Government commitments were fully recovered, and Treasury and the FRBNY [66] to date had received a combined positive return of approximately $15.1 billion. December 14, 2012. Treasury sold the last of its AIG stock in its sixth stock stale for a total of approximately $7.6 billion. As a result of these sales, the U.S. Government and America fully recouped [67] their investment in AIG, plus a total combined positive return of more than $22 billion. AIG began an advertising campaign on January 1, 2013, called Thank You America, in which several company employees, including AIG President and CEO Robert Benmosche, talked directly to the camera [68] and offered their thanks for the government assistance. In January 2013 AIG's board discussed joining a lawsuit against the United States government because the bailout they received was unfair to their [69] [70] investors. The idea was rejected. AIG was criticized, however, when news stories soon appeared that it was considering joining a lawsuit brought by AIG shareholders and former CEO Maurice Hank Greenberg against the New York Federal Reserve Bank for what the plaintiffs considered unfair terms imposed on AIG by the New York Fed. The AIG board announced on January 9, 2013, that the company would not join the lawsuit, and on January 9, 2013, Bob Benmosche told CNBCs Maria Bartiromo that it would not be socially acceptable for AIG to sue the government, continuing that while people may be [71][72] angry, a deals a deal. The specific issue was whether the New York Fed transferred $18 billion in litigation claims on troubled mortgage debt to an entity created by the Fed in 2008 called Maiden Lane II and thus prevented AIG from recouping the money. On May 7, 2013, Mariana Pfaelzer, a judge in Los Angeles ruled that $7.3 billion of those assets had in fact not be assigned. AIG withdrew the case "with prejudice" on May 28, 2013. Praelzer was overseeing a suit between AIG and Bank of America over whether Merrill Lynch and Countrywide had misrepresented the quality of its mortgage portfolio. In signing the order dropping the case U.S. District Judge Lewis Kaplan who was overseeing the Maiden Lane case in American International Group Inc et al. v. Maiden Lane II LLC, U.S. District Court, Southern District of New York, No. 13-00951 admoninished the Fed saying, "on the face of it" some of its actions "perhaps are [73] unattractive and, indeed, wrongful

About AIG
American International Group, Inc. (AIG) is a leading international insurance organization serving customers in more than 130 countries and jurisdictions. 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 and the Tokyo Stock Exchange.

AIG is the marketing name for the worldwide property-casualty, life and retirement, and general insurance operations of American International Group, Inc.

CHRISTOPHER S. LYNCH Director since 2009 Former National Partner in charge of Financial Services, KPMG LLP Age 54 Mr. Lynch has been an independent consultant since 2007, providing a variety of services to public and privately held financial intermediaries, including risk management, strategy, governance, financial accounting and regulatory reporting and troubled-asset management. Mr. Lynch is the former National Partner in Charge of KPMG LLPs Financial Services Line of Business and Banking and Finance Practice. He held a variety of positions with KPMG from 1979 to 2007, including chairing KPMGs Americas Financial Services Leadership team and being a member of the Global Financial Services Leadership and the U.S. Industries Leadership teams. Mr. Lynch has experience as an audit signing partner under Sarbanes Oxley for some of KPMGs largest financial services clients. He also served as a Partner in KPMGs Department of Professional Practice and as a Practice Fellow at the Financial Accounting Standards Board. Mr. Lynch is a member of the National Audit Committee Chair Advisory Council of the National Association of Corporate Directors. Mr. Lynch is currently Non-Executive Chairman of the Federal Home Loan Mortgage Corporation, where he is also a member of the Audit and Compensation Committees. In light of Mr. Lynchs experience in finance, accounting and risk management and restructuring, as well as his professional experience across the financial services industry, AIGs Board has concluded that Mr. Lynch should be re-elected to the Board.

To provide independent advice, the Compensation and Management Resources Committee engaged Frederic W. Cook & Co. (the Cook firm) as a consultant and has used the services of the Cook firm since 2005. The Compensation and Management Resources Committee directly engaged the Cook firm to provide independent, analytical and evaluative advice about AIGs compensation programs for senior executives, including comparisons to industry peers and comparisons to best practices in general. A senior consultant of the Cook firm regularly attends Committee meetings and provides information on compensation trends along with specific views on AIGs compensation programs. For services related to board and executive officer compensation, the Cook firm was paid $103,316 in 2011. The Cook firm has provided advice to the Nominating and Corporate Governance Committee on AIG director compensation and market practices with respect to director compensation. The Cook firm reports directly to the Chairman of the Compensation and Management Resources Committee. Other than services provided to the 23 Compensation and Management Resources Committee and the Nominating and Corporate Governance Committee, neither the Cook firm nor any of its affiliates provides any other services to AIG. The Board has determined, on the recommendation of the Nominating and Corporate Governance Committee, that all members of the Compensation and Management Resources Committee are independent under NYSE listing standards.

In 2011, the Committee also considered materials prepared by Mercer and Johnson Associates related to various aspects of AIGs efforts to comply with the TARP Standards and the requirements of the Special Master. Mercer and Johnson Associates were engaged by AIG to assist management with this work. In particular, Johnson Associates prepared reports presenting market comparisons of total compensation levels for employees in the Top 25 and select positions within the Top 26-100. These reports were provided to the Special Master and considered by the Committee in its compensation decisions. Neither Mercer nor Johnson Associates representatives attended the Committees meetings.

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