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^*

HURD JEFFREY J

(Last)

(First)

(Middle)

AMERICAN INTERNATIONAL GROUP, INC.

70 PINE STREET

(Street)

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)
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	⁽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).
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