As filed with the Securities and Exchange Commission on December 18, 2007

Registration Statement No. 333-148148

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Post-Effective Amendment No. 1

to

Form S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

 

AMERICAN INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-2592361
(State or other jurisdiction		(IRS Employer
of incorporation)		identification No.)

70 Pine Street, New York, New York 10270
(Address, including zip code, of principal executive offices)

American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan
(Full title of the plan)

Kathleen E. Shannon
Senior Vice President, Secretary and Deputy General Counsel
70 Pine Street
New York, New York 10270
(212) 770-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

EXPLANATORY NOTE

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 is being filed solely for the purpose of amending a typographical error in Exhibit 23(a).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 18th day of December, 2007.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 18th day of December, 2007.

Signature		Title
/s/ Martin J. Sullivan*		President, Chief Executive Officer and Director
(Martin J. Sullivan)		(Principal Executive Officer)
/s/ Steven J. Bensinger		Executive Vice President and Chief Financial Officer
(Steven J. Bensinger)		(Principal Financial Officer)
/s/ David L. Herzog*		Senior Vice President and Comptroller
(David L. Herzog)		(Principal Accounting Officer)
/s/ Marshall A. Cohen*		Director
(Marshall A. Cohen)
/s/ Martin S. Feldstein*		Director
(Martin S. Feldstein)
/s/ Ellen V. Futter*		Director
(Ellen V. Futter)

Signature		Title
/s/ Stephen L. Hammerman*		Director
(Stephen L. Hammerman)
/s/ Richard C. Holbrooke*		Director
(Richard C. Holbrooke)
/s/ Fred H. Langhammer*		Director
(Fred H. Langhammer)
/s/ George L. Miles, Jr.*		Director
(George L. Miles, Jr.)
/s/ Morris W. Offit*		Director
(Morris W. Offit)
/s/ James F. Orr III*		Director
(James F. Orr III)
/s/ Virginia M. Rometty*		Director
(Virginia M. Rometty)
/s/ Michael H. Sutton*		Director
(Michael H. Sutton)
/s/ Edmund S.W. Tse*		Director
(Edmund S.W. Tse)
/s/ Robert B. Willumstad*		Director
(Robert B. Willumstad)
/s/ Frank G. Zarb*		Director
(Frank G. Zarb)

EXHIBIT INDEX

Exhibit Number		Description		Location
4		American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan		Previously filed.
5		Opinion of Kathleen E. Shannon re validity		Previously filed.
10		Material contracts
		(a) Form of Stock Option Award Agreement under the AIG Amended and Restated 2007 Stock Incentive Plan.		Previously filed.
		(b) Form of Performance RSU Award Agreement under the AIG Amended and Restated 2007 Stock Incentive Plan		Previously filed.
		(c) Form of Time-Vested RSU Award Agreement under the AIG Amended and Restated 2007 Stock Incentive Plan		Previously filed.
		(d) Form of Time-Vested RSU Award Agreement with four-year pro rata vesting under the AIG Amended and Restated 2007 Stock Incentive Plan		Previously filed.
		(e) Form of Time-Vested RSU Award Agreement with three-year pro rata vesting under the AIG Amended and Restated 2007 Stock Incentive Plan		Previously filed.
		(f) Form of Non-Employee Director Deferred Stock Units Award Agreement under the AIG Amended and Restated 2007 Stock Incentive Plan		Previously filed.
15		Letter re unaudited interim financial information		Not applicable.

Exhibit Number		Description		Location
23		Consents of experts and counsel
		(a) PricewaterhouseCoopers LLP.		Filed as exhibit hereto.
		(b) Kathleen E. Shannon, Esq.		Previously filed (as included in Exhibit 5).
24		Power of Attorney		Previously filed.

EXHIBIT 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (as amended by Post-Effective Amendment No. 1) of our report dated March 1, 2007 relating to the consolidated financial statements, the financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in American International Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006. We also consent to the reference to us under “Experts” included in the Prospectus, which forms a part of this Registration Statement.