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Exhibit 3(i)(c)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
AMERICAN INTERNATIONAL GROUP, INC.
____________________________________________________________
Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware
____________________________________________________________
WE, HOWARD I. SMITH, Executive Vice President and Chief Financial
Officer, and KATHLEEN E. SHANNON, Vice President and Secretary of AMERICAN
INTERNATIONAL GROUP, INC., a corporation existing under the Laws of the State
of Delaware, DO HEREBY CERTIFY under the seal of said corporation as follows:
FIRST: The Restated Certificate of Incorporation of said corporation,
as amended, has been amended so that the first paragraph of ARTICLE FOUR
thereof shall read in its entirety as follows:
"The total number of shares of all classes of stock
which the Company shall have authority to issue is 5,006,000,000,
of which 6,000,000 shares are to be Serial Preferred Stock, par
value $5.00 per share (hereinafter called the "Serial Preferred
Stock"), and 5,000,000,000 shares are to be Common Stock, par
value $2.50 per share (hereinafter called the "Common Stock")."
SECOND: That such amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State
of Delaware by the Board of Directors of said corporation and by the
affirmative vote of a majority of the shares of Common Stock present and
entitled to vote at the May 17, 2000 Annual Meeting of Shareholders duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware.
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THIRD: That the capital of the corporation will not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, we have both signed this certificate and caused the
corporate seal of the corporation to be hereunder affixed this 5th day of June,
2000.
/s/ Howard I. Smith
[SEAL] -----------------------------
HOWARD I. SMITH
Executive Vice President and
Chief Financial Officer
ATTEST:
/s/ Kathleen E. Shannon
-----------------------------
KATHLEEN E. SHANNON
Vice President and Secretary
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STATE OF NEW YORK
ss:
COUNTY OF NEW YORK
BE IT REMEMBERED that on this 5th day of June, 2000, personally came before
me, Sandra A. LeMonds, a Notary Public in and for the County and State
aforesaid, HOWARD I. SMITH and KATHLEEN E. SHANNON, Executive Vice President and
Chief Financial Officer and Vice President and Secretary, respectively, of
AMERICAN INTERNATIONAL GROUP, INC., the corporation mentioned in the foregoing
Certificate, to me known and known by me to be the persons whose signatures
appear on the foregoing Certificate, and they being by me duly sworn did depose
and say that they signed and acknowledged the said Certificate to be their act
and deed and the act and deed of the said corporation, and that the seal thereto
affixed is the seal of the said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year hereinabove written.
/s/ Sandra A. LeMonds
----------------------------------
Notary Public
