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* HURD JEFFREY J (Last) (First) (Middle) AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET (Street) NY 10270 (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) SVP - Human Resources	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	245	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	(1)	Common Stock	824(1)	(2)	D
Restricted Stock Unit	05/01/2010(3)	(3)	Common Stock	240	(2)	D
Restricted Stock Unit	12/13/2010(4)	(4)	Common Stock	247	(2)	D
Restricted Stock Unit	01/01/2012(5)	(5)	Common Stock	168	(2)	D
Restricted Stock Unit	01/02/2012(6)	(6)	Common Stock	110	(2)	D
Restricted Stock Unit	01/07/2013	(7)	Common Stock	4,274(7)	(2)	D
Restricted Stock Unit	01/08/2010	(8)	Common Stock	3,189.06(8)	30.12	D
Restricted Stock Unit	01/09/2012	(9)	Common Stock	20,133(9)	30.12	D
Stock Option (Right to Buy)	02/10/2004(10)	02/10/2013	Common Stock	149	940	D
Stock Option (Right to Buy)	09/01/2006(10)	09/01/2015	Common Stock	180	1,187	D
Stock Option (Right to Buy)	12/16/2003(10)	12/16/2012	Common Stock	149	1,225.99	D
Stock Option (Right to Buy)	12/17/2004(10)	12/17/2013	Common Stock	164	1,279	D
Stock Option (Right to Buy)	12/16/2005(10)	12/16/2014	Common Stock	179	1,289.39	D
Stock Option (Right to Buy)	12/14/2006(10)	12/14/2015	Common Stock	299	1,319.79	D
Stock Option (Right to Buy)	12/13/2002(10)	12/13/2011	Common Stock	100	1,592.19	D
Stock Option (Right to Buy)	12/14/2001(10)	12/14/2010	Common Stock	32	1,931.25	D

Explanation of Responses:

1. This award represents fully vested RSUs that will be payable in cash based on AIG's share price on the first anniversary of the grant date, and will be paid on the next payroll date after the amount is determined. This award reflects 876 shares less the 52 shares withheld for taxes.

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

3. Grant of incremental performance RSUs pursuant to 2005-2006 Deferred Compensation Profit Participation Plan.

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 three years.

5. Grant of incremental performace RSUs pursuant to the 2005-2006 Deferred Compensation Profit Participation Plan. Pursuant to the terms of the plan, these RSUs will vest on January 1, 2012.

6. Represents performance restricted stock units earned with respect to awards made under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan with respect to the 2006-2007 performance period of the American International Group, Inc. Partners Plan. Pursuant to the Partners Plan, 50 percent of these RSUsl vested on January 1, 2010 and the remaining 50 percent will vest on January 1, 2012.

7. This award represents fully vested RSUs that will be payable in cash based on AIG's share price on the third anniversary of the grant date, and will be paid on the next payroll date after the amount is determined. This award reflects 4,538 shares less the 264 shares withheld for taxes.

8. Represents payout of $21,327.92 in stock salary payable in cash based on AIG's share price on the first anniversary of the deemed grant date, to be paid on the next payroll date.

9. This award represents fully vested RSUs that will be payable in cash based on AIG's share price on the third anniversary of the deemed grant date, and will be paid on the next payroll date after the amount is determined. For the purposes of determining the timing and amount of payment, the award is considered earned over the period since January 1, 2009 with the appropriate part deemed granted on each of the regular 2009 payroll dates. This award reflects 20,584 shares less the 451 shares withheld for taxes.

10. 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:

poahurd.TXT

	/s/ Kathleen E. Shannon, by POA for Jeffrey J. Hurd	03/08/2010
	** 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.
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Power of Attorney



CAUTION TO THE PRINCIPAL:  Your Power of Attorney is an important document. As
the "principal," you give the person whom you choose (your "agent") authority to
  spend your money and sell or dispose of your property during your lifetime
without telling you.  You do not lose your authority to act even though you have
  given your agent similar authority.
       When your agent exercises this authority, he or she must act according to
  any instructions you have provided or, where there are no specific
instructions, in your best interest.  "Important Information for the Agent" at
the end of this document describes your agent's responsibilities.
       Your agent can act on your behalf only after signing the Power of
Attorney before a notary public.
       You can request information from your agent at any time.  If you are
revoking a prior Power of Attorney by executing this Power of Attorney, you
should provide written notice of the revocation to your prior agent(s) and to
the financial institutions where your accounts are located.
       You can revoke or terminate your Power of Attorney at any time for any
reason as long as you are of sound mind.  If you are no longer of sound mind, a
court can remove an agent for acting improperly.
       Your agent cannot make health care decisions for you.  You may execute a
"Health Care Proxy" to do this.
       The law governing Powers of Attorney is contained in the New York General
  Obligations Law, Article 5, Title 15.  This law is available at a law library,
  or online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us.
       If there is anything about this document that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: that I, Jeffrey J. Hurd, constitute and appoint
Kathleen E. Shannon and Patricia M. Carroll, and each of them severally, as true
  and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities to:

       (1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer 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, I have hereunto signed my name on the 26th day of February,
  2010.



/s/ Jeffrey J. Hurd
Jeffrey J. Hurd



ACKNOWLEDGEMENT

STATE OF NEW YORK		)
						)   ss.:
COUNTY OF NEW YORK	            )

On the 26th day of February in the year 2010 before me, the undersigned, a
Notary Public in and for said State, personally appeared Jeffrey J. Hurd,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual or the person upon behalf of which
the individual acted, executed the instrument.


/s/ Kathleen Eisenring
Notary Public

Name: Kathleen Eisenring
My Commission Expires: March 10, 2011

IMPORTANT INFORMATION FOR THE AGENT:

	When you accept the authority granted under this Power of Attorney, a special
legal relationship is created between you and the principal. This relationship
imposes on you legal responsibilities that continue until you resign or the
Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no
  instructions, in the principal's best interest;
(2) avoid conflicts that would impair your ability to act in the principal's
best interest;
(3) keep the principal's property separate and distinct from any assets you own
or control, unless otherwise permitted by law;
(4) keep a record of all receipts, payments, and transactions conducted for the
principal; and
(5) disclose your identity as an agent whenever you act for the principal by
writing or printing the principal's name and signing your own name as "agent" in
  either of the following manner: (Principal's Name) by (Your Signature) as
Agent, or (your signature) as Agent for (Principal's Name).
       You may not use the principal's assets to benefit yourself or give major
gifts to yourself or anyone else unless the principal has specifically granted
you that authority in this Power of Attorney or in a Statutory Major Gifts Rider
  attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal's best interest. You may resign by giving written
  notice to the principal and to any co-agent, successor agent, monitor if one
has been named in this document, or the principal's guardian if one has been
appointed. If there is anything about this document or your responsibilities
that you do not understand, you should seek legal advice.
      Liability of agent:
       The meaning of the authority given to you is defined in New York's
General Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.

We, Kathleen E. Shannon and Patricia M. Carroll, have read the foregoing Power
of Attorney. We are the persons identified therein as agents for the principal
named therein.

	In Witness Whereof, we have hereunto signed our names on the 26th day of
February, 2010.



/s/ Kathleen E. Shannon
Kathleen E. Shannon
Senior Vice President and Corporate Secretary


/s/ Patricia M. Carroll
Patricia M. Carroll
Assistant General Counsel



ACKNOWLEDGEMENT

STATE OF NEW YORK		)
					)   ss.:
COUNTY OF NEW YORK		)

On the 26th day of February in the year 2010 before me, the undersigned, a
Notary Public in and for said State, personally appeared Kathleen E. Shannon and
  Patricia M. Carroll, personally known to me or proved to me on the basis of
satisfactory evidence to be the individuals whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
capacities, and that by their signatures on the instrument, the individuals or
the person upon behalf of which the individuals acted, executed the instrument.


/s/ Kathleen E. Eisenring
Notary Public

Name: Kathleen E. Eisenring
My Commission Expires: March 10, 2011