Sec Form 4 Filing - KELLY ANASTASI D @ AMERICAN INTERNATIONAL GROUP INC - 2009-12-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KELLY ANASTASI D 2. Issuer Name and Ticker or Trading Symbol AMERICAN INTERNATIONAL GROUP INC [ AIG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) AMERICAN INTERNATIONAL GROUP, INC., 70 PINE ST. 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2009 (Street) NEW YORK, NY10270 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/28/2009 A 4,084 ( 1 ) A $ 31.5 4,084 D Common Stock 12/28/2009 A 833 ( 2 ) A $ 31.5 4,917 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit $ 30.12 12/24/2009 A 55,332 ( 3 ) ( 3 ) ( 3 ) Common Stock 55,332 $ 0 ( 3 ) 55,332 D Restricted Stock Unit $ 30.12 12/24/2009 A 13,892 ( 4 ) ( 4 ) ( 4 ) Common Stock 13,892 $ 0 ( 4 ) 69,224 D Restricted Stock Unit $ 31.5 12/28/2009 A 13,968 ( 5 ) ( 5 ) ( 5 ) Common Stock 13,968 $ 0 ( 5 ) 13,968 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLY ANASTASI D AMERICAN INTERNATIONAL GROUP, INC. 70 PINE ST. NEW YORK, NY10270 Vice Chairman Signatures /s/ Kathleen E. Shannon, by POA for Anastasia D. Kelly 12/29/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are restricted from transfer until March 15, 2011 pursuant to the Restricted Stock Award Agreement with the Company dated December 28, 2009. This award reflects 7,777 shares less 3,693 shares withheld for taxes. ( 2 )These shares are restricted from transfer until December 28, 2012 pursuant to the Restricted Stock Award Agreement with the Company dated December 28, 2009. This award reflects 1,587 shares less 754 shares withheld for taxes. ( 3 )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 56,772 shares less the 1,440 shares withheld for taxes. ( 4 )This award represents fully vested RSUs that will be payable in cash based on AIG's share price on the first 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 14,276 shares less the 384 shares withheld for taxes. ( 5 )This award represents RSUs that will vest on the second anniversary of grant. Thereafter, the RSUs will be payable in cash based on AIG's share price on the first date ON OR AFTER THE THIRD ANNIVERSARY OF THE GRANT DATE that: (i) with respect to 25% of the RSUs, AIG has repaid at least 25% of the aggregate financial assistance received under the Troubled Asset Relief Program (the "TARP Assistance"), (ii) with respect to an additional 25% of the RSUs, AIG has repaid at least 50% of the TARP Assistance, (iii) with respect to an additional 25% of the RSUs, AIG has repaid at least 75% of the TARP Assistance, and (iv) with respect to the remainder of the RSUs, AIG has repaid 100% of the TARP Assistance. In each case, the RSUs will be paid promptly after the amount is determined.

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 4(b)(v).

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