SEC Filing | American International Group, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WILSON MARK A

(Last)

(First)

(Middle)

AMERICAN INTL ASSURANCE

ONE CONNAUGHT ROAD CENTRAL

(Street)

HONG KONG

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2010

3. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL GROUP INC [ AIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - Life Insurance

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	115	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	12/13/2010⁽¹⁾	⁽¹⁾	Common Stock	701	⁽²⁾	D
Restricted Stock Unit	03/13/2011⁽³⁾	⁽³⁾	Common Stock	200	⁽²⁾	D
Restricted Stock Unit	07/19/2011⁽⁴⁾	⁽⁴⁾	Common Stock	200	⁽²⁾	D
Restricted Stock Unit	02/01/2012⁽⁴⁾	⁽⁴⁾	Common Stock	75	⁽²⁾	D
Stock Option (Right to Buy)	02/26/2009⁽⁵⁾	02/26/2018	Common Stock	224	1,028.39	D
Stock Option (Right to Buy)	03/13/2008⁽⁶⁾	03/13/2017	Common Stock	250	1,347.19	D
Stock Option (Right to Buy)	07/19/2008⁽⁵⁾	07/19/2017	Common Stock	249	1,393.19	D

Explanation of Responses:

1. These restricted stock units (RSUs) were granted under the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan. Pursuant to the terms of the plan, 100% of the RSUs will vest on the anniversary date of the grant in three years.

2. These securities do not carry a conversion price or expiration date.

3. These restricted stock units (RSUs) were granted under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan. Pursuant to the terms of the plan, 100% of the RSUs will vest on the anniversary date of the grant in four years.

4. These restricted stock units (RSUs) were granted under the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan. Pursuant to the terms of the plan, 100% of the RSUs will vest on the anniversary date of the grant in four years.

5. These options were granted under the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan. Pursuant to the terms of the plan, 25% of the option becomes exercisable on the anniversary date of the grant in each of the four years following the grant.

6. These options were granted under the American International Group, Inc. Amended and Restated 1999 Stock Option Plan. Pursuant to the terms of the plan, 25% of the option becomes exercisable on the anniversary date of the grant in each of the four years following the grant.

Remarks:

poawilson.TXT

	/s/ Kathleen E. Shannon, by POA for Mark A. Wilson	03/05/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Kathleen E. Shannon, Patricia M. Carroll and
Christopher D. Arana signing singly, the undersigned's true and lawful
attorney-in-fact to:

       (1) 	Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of American International Group, Inc.
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16 of the
Securities Exchange Act of 1934 and the rules promulgated thereunder;

       (2)	Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5 and timely file such Form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

       (3) 	Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
  undersigned pursuant to this Power of Attorney shall be in such form and shall
  contain such terms and conditions as such attorney-in-fact may approve in such
  attorney-in-fact's discretion.

             The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that each
attorney-in-fact, in serving in such capacity at the request of the undersigned,
  is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities of the Company, unless
earlier revoked by the undersigned in a signed writing delivered to each
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
  be executed as of this 4th day of March, 2010.



                                        /s/ Mark A. Wilson
                                        Mark A. Wilson