AIG Chairman Greenberg's Retirement Letter

The letter from Greenber's attorney follows:





March 28, 2005



Richard Beattie

Simpson Thatcher & Bartlett LLP 425 Lexington Avenue

New York, New York 10017



Dear Dick:



As you are aware, Hank Greenberg is out of the country on a two

week trip to Asia and Europe. In his absence, he has asked me to

convey to the AIG Board of Directors his intention to retire as

Chairman of the company upon his return to the United States and

not to stand for re-election to the AIG Board following the

completion of his present term as a Director.



Over the last 35 years, Mr. Greenberg has had the opportunity to

lead AIG through its greatest years of growth and development.

When AIG first became a public company, it had net income in the

tens of millions of dollars. Now it is in the tens of billions of

dollars. The company is stronger by every measure, financial and

non-financial. But even with all the changes we've seen in the

past, the industry today is going through even more profound

changes. It is doing so at an increased pace, moving towards

greater levels of complexity.



Mr. Greenberg's objective has been, and is, for AIG to be in the

vanguard of these changes. In order to lead meaningful changes in

the industry and at AIG, the company and its officers and

directors must resolve any outstanding questions or issues and

move forward. To that end, Mr. Greenberg recognizes the need to

promptly and cooperatively resolve all inquiries and

investigations by regulators and other authorities.



Mr. Greenberg's intention has always been to leave AIG as part of

an orderly succession process that recognizes and taps the great

talent in this organization, and he believes that it is in the

interest of the company and its shareholders that, with the

transition to new management now in place, a new Chairman be

selected who will guide AIG's growth and success over the next

decades.



Mr. Greenberg has also asked me to convey to the Board one

concern, one recommendation, and one offer. The concern is that it

is not in the interests of the company or its shareholders to have

members of the Board or their representatives prematurely and

selectively leaking to the press (sometimes accurately and

sometimes inaccurately) what has been discussed and proposed at

meetings of members of the Board without the press release and SEC

filing required to accurately convey material information to the

entire market.



The recommendation is that a search be initiated immediately to

identify a person with the extensive international financial and

insurance experience required to serve as Chairman. Mr. Greenberg

believes that it is important to the company and its shareholders

that the uncertainty created by current regulatory issues and the

repeated leaks of discussions among members of the Board be

resolved promptly. In that connection, he believes that it is

important to as promptly as possible select someone as Chairman

who is capable of participating in providing AIG with strong and

effective leadership over the long term. As you know, Mr.

Greenberg has great affection and admiration for the current

members of the AIG Board, and he believes that they, like him,

must put the interests of AIG and its shareholders above any

personal interests.



The offer is to assist AIG in whatever way, if any, the new

Chairman and Mr. Sullivan believes is in AIG's interests,

particularly in connection with international operations where Mr.

Greenberg has unique experience and relationships.



AIG is a great company, and Mr. Greenberg retires with the

greatest of confidence in the ability and integrity of its 93,000

employees, the strength of its fundamentals, and its ability to

master future challenges.



I am, of course, writing to you as counsel to the Board rather

than to the members of the Board personally because of the limits

on my ability to communicate directly with your clients. I know

that you will convey Mr. Greenberg's thoughts to them. Thank you

again for your thoughtful cooperation.



Sincerely yours,



David Boies