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Filing Details

Accession Number:: 0000919574-10-006851
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-11-29 20:15:39
Reporting Period:: 2010-11-24

Filing Date:: 2010-11-29
Accepted Time:: 2010-11-29 20:15:39
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	2010-11-24	2,634,817	$0.00	37,223,717	No	4	X	Direct
Common Stock	Acquisiton	2010-11-24	311,497	$0.00	41,139,365	No	4	X	Indirect	See Footnote
Common Stock	Acquisiton	2010-11-24	16,700	$41.23	37,240,417	No	4	P	Direct
Common Stock	Acquisiton	2010-11-26	86,500	$41.29	37,326,917	No	4	P	Direct

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

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	2010-11-24	26,703,320	$0.00	2,634,817	$0.00
Common Stock	Convertible Preferred Stock	Disposition	2010-11-24	3,156,960	$0.00	311,497	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6			No	4	X	Direct
2,140			No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	41,242,565	Indirect	See Footnote

Footnotes

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.
These securities are directly owned by the 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 Fairholme Focused Income Fund, each a series of Fairholme Funds, Inc., 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 exchange offer for the convertible preferred stock expires on November 23, 2010.
The reported securities are directly owned by the Fund and managed accounts advised by Fairholme. The securities may be deemed to be beneficially owned by Fairholme, as the investment manager, and by 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.