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Filing Details

Accession Number:: 0000919574-10-006729
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-11-17 16:29:52
Reporting Period:: 2010-11-15

Filing Date:: 2010-11-17
Accepted Time:: 2010-11-17 16:29:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
5272	American International Group Inc	AIG	Fire, Marine & Casualty Insurance (6331)	132592361

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1056831	Fairholme Capital Management Llc	4400 Biscayne Boulevard 9Th Floor Miami FL 33137	No	No	Yes	No
1096344	Fairholme Funds Inc	C/O Fairholme Capital Management, L.l.c. 4400 Biscayne Boulevard, 9Th Floor Miami FL 33137	No	No	Yes	No
1214344	R Bruce Berkowitz	C/O Fairholme Capital Management, L.l.c. 4400 Biscayne Boulevard, 9Th Floor Miami FL 33137	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-11-15	355,300	$42.40	32,921,100	No	4	P	Direct
Common Stock	Acquisiton	2010-11-15	40,300	$42.40	36,539,500	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2010-11-15	3,400	$42.54	36,542,900	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2010-11-15	8,500	$42.42	36,551,400	No	4	P	Indirect	See Footnote
Common Stock	Disposition	2010-11-15	25,800	$42.15	36,525,600	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2010-11-16	665,600	$41.72	33,586,700	No	4	P	Direct
Common Stock	Disposition	2010-11-16	300	$41.47	37,190,900	No	4	J	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	P	Direct
No	4	J	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Convertible Preferred Stock	Disposition	2010-11-16	10,100	$0.00	997	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
29,862,426			No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	36,499,200	Indirect	See Footnote
Common Stock	37,191,200	Indirect	See Footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Convertible Preferred Stock	$0.00			0	26,703,326	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	0	26,703,326	Direct

Footnotes

These securities are directly owned by The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fund"), which is a Reporting Person.
The reported securities are directly owned by the Fund and managed accounts advised by Fairholme Capital Management, L.L.C. ("Fairholme"). The securities may be deemed to be beneficially owned by Fairholme, as the investment manager, and by Bruce R. Berkowitz ("Mr. Berkowitz") as the managing member of Fairholme. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The securities were held in an account managed by Fairholme and were sold pursuant to an investment management agreement that was terminated. Accordingly, Fairholme and Mr. Berkowitz are no longer deemed to be the beneficial owners of such securities.
The exchange is for 0.09867 shares of the Issuer's common stock, par value $2.50 per share, plus $3.2702 in cash for each validly tendered and accepted unit of convertible preferred stock.
The exchange offer for the convertible preferred stock expires on November 17, 2010.
The reported securities are directly owned by the Fund, Fairholme Focused Income Fund, a series of Fairholme Funds, Inc. and managed accounts advised by Fairholme. The securities may be deemed to be beneficially owned by Fairholme, as the investment manager, and by Bruce R. Berkowitz ("Mr. Berkowitz") as the managing member of Fairholme. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.