Securities Act registration statement file number to which this form relates:                                                  
                                                                                                                                                               (if applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act:

(Title of Class)

 

 

Item 1.		Description of Registrant’s Securities to be Registered .

     On March 9, 2011, the Board of Directors (the “Board”) of American International Group, Inc. (“AIG”) adopted a Tax Asset Protection Plan (the “Plan”). The purpose of the Plan is to help protect AIG’s ability to recognize certain tax benefits in future periods from net unrealized built-in losses and other tax attributes (the “Tax Benefits”). AIG’s use of the Tax Benefits in the future may be significantly limited if it experiences an “ownership change” for U.S. federal income tax purposes. In general, an ownership change will occur when the percentage of AIG’s ownership (by value) of one or more “5-percent shareholders” (as defined in the Internal Revenue Code of 1986, as amended) has increased by more than 50 percent over the lowest percentage owned by such shareholders at any time during the prior three years (calculated on a rolling basis).

     The Plan is designed to reduce the likelihood that AIG will experience an ownership change by (i) discouraging any person or group from becoming a 4.99 percent shareholder and (ii) discouraging any existing 4.99 percent shareholder from acquiring additional shares of AIG stock. There is no guarantee, however, that the Plan will prevent AIG from experiencing an ownership change.

     In connection with the adoption of the Plan, on March 9, 2011, the Board declared a dividend of one right (a “Right”) for each outstanding share of common stock, par value $2.50 per share, of AIG held of record at the close of business on March 18, 2011, or issued thereafter and prior to the Separation Time (as defined in the Plan) and thereafter pursuant to options, warrants and convertible securities outstanding at the Separation Time.

     The Plan (which includes as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of the Participating Preferred Stock) is attached hereto as an exhibit and is hereby incorporated herein by reference. The description of the Rights is incorporated by reference herein to AIG’s Current Report on Form 8-K, dated March 9, 2011 and is qualified in its entirety by reference to the Plan and such exhibits thereto.

Item 2.		Exhibits .

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.