sc13da1.htm
 
 
 
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)(1)
 
American International Group, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
026874-107
(CUSIP Number)

Howard I. Smith
Vice Chairman-Finance and Secretary
Telephone: (212) 230-5050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 12, 2007
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the following box |_|.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
(1) This Schedule 13D constitutes Amendment No. 2 to the Schedule 13D on behalf of C. V. Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 4 to the Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, dated May 26, 2006, Amendment No. 6 to the Schedule 13D on behalf of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 6 to the Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family Foundation, Inc., dated February 21, 2006, Amendment No. 8 to the Schedule 13D on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 8 to the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005, Amendment No. 10 to the Schedule 13D of Starr International Company, Inc., dated October 2, 1978, and Amendment No. 10 to the Schedule 13D for C. V. Starr & Co., Inc., dated October 2, 1978.
 
 
Item 7.     Material to Be Filed as Exhibits
 
         Item 7 is amended and restated in its entirety as set forth below.

Exhibit A:
Joint Filing Agreement, dated as of December 12, 2007, and among Mr. Greenberg, Mr. Matthews, Universal Foundation, Greenberg Foundation, Starr International and CV Starr.
   
Exhibit B:
Letter Agreement and Transaction Supplement, each dated  as of November 15, 2005, by and among CV Starr, Credit Suisse First Boston LLC and Credit Suisse First Boston Capital LLC. (Incorporated by reference to Exhibit B to the Schedule 13D filed with the Securities and Exchange  Commission in respect of the Issuer on November 23, 2005.)
   
Exhibit C:
Master Terms and Conditions for Pre-Paid Forward Contracts and Pre-Paid Forward Contract Confirmation, dated as of November 15, 2005 and November 21, 2005, respectively, by and between CV Starr and Citibank, N.A.  (Incorporated by reference to Exhibit C to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on November 23, 2005.)
   
Exhibit D:
Investment Management Agreement, dated as of January 13, 2006, by and between Starr International Advisors and Universal Foundation. (Incorporated by reference to Exhibit D to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on February 21, 2006.)
   
Exhibit E:
Letter to the State of New York Insurance Department, dated December 12, 2007, from Manatt, Phelps & Phillips, LLP.
   
Exhibit F:
Letter from the State of New York Insurance Department, dated December 7, 2007, to Manatt, Phelps & Phillips, LLP.
   
Exhibit G:
Letter to the State of New York Insurance Department, dated November 30, 2007, from Manatt, Phelps & Phillips, LLP.
   
Exhibit H:
Letter to the State of New York Insurance Department, dated November 20, 2007, from Manatt, Phelps & Phillips, LLP.

 
There are no other written agreements, contracts, arrangements, understandings, plans or proposals within the category of those described in Item 7 of the General Instructions to Schedule 13D under the Act.
 
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   December 12, 2007


 
MAURICE R. GREENBERG
     
 
By:
/s/ Bertil P-H Lundqvist, Attorney-in-Fact
 
Name:
Bertil P-H Lundqvist, Attorney-in-Fact
     
 
By:
/s/ Leif B. King, Attorney-in-Fact
 
Name:
Leif B. King, Attorney-in-Fact
     
     
 
EDWARD E. MATTHEWS
     
 
By:
/s/ Bertil P-H Lundqvist, Attorney-in-Fact
 
Name:
Bertil P-H Lundqvist, Attorney-in-Fact
     
 
By:
/s/ Leif B. King, Attorney-in-Fact
 
Name:
Leif B. King, Attorney-in-Fact
     
     
 
STARR INTERNATIONAL COMPANY, INC.
     
 
By:
/s/ Bertil P-H Lundqvist, Attorney-in-Fact
 
Name:
Bertil P-H Lundqvist, Attorney-in-Fact
     
 
By:
/s/ Leif B. King, Attorney-in-Fact
 
Name:
Leif B. King, Attorney-in-Fact
     
     
 
C. V. STARR & CO., INC.
     
 
By:
/s/ Bertil P-H Lundqvist, Attorney-in-Fact
 
Name:
Bertil P-H Lundqvist, Attorney-in-Fact
     
 
By:
/s/ Leif B. King, Attorney-in-Fact
 
Name:
Leif B. King, Attorney-in-Fact
     
     
 
UNIVERSAL FOUNDATION, INC.
     
 
By:
/s/ Bertil P-H Lundqvist, Attorney-in-Fact
 
Name:
Bertil P-H Lundqvist, Attorney-in-Fact
     
 
By:
/s/ Leif B. King, Attorney-in-Fact
 
Name:
Leif B. King, Attorney-in-Fact
     
 
 
 

 
     
 
THE MAURICE R. AND CORINNE P. GREENBERG FAMILY
     
 
By:
/s/ Bertil P-H Lundqvist, Attorney-in-Fact
 
Name:
Bertil P-H Lundqvist, Attorney-in-Fact
     
 
By:
/s/ Leif B. King, Attorney-in-Fact
 
Name:
Leif B. King, Attorney-in-Fact
     
     
 
THE MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION, INC.
     
 
By:
/s/ Bertil P-H Lundqvist, Attorney-in-Fact
 
Name:
Bertil P-H Lundqvist, Attorney-in-Fact
     
 
By:
/s/ Leif B. King, Attorney-in-Fact
 
Name:
Leif B. King, Attorney-in-Fact
     
     
 
MAURICE R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
     
 
By:
/s/ Bertil P-H Lundqvist, Attorney-in-Fact
 
Name:
Bertil P-H Lundqvist, Attorney-in-Fact
     
 
By:
/s/ Leif B. King, Attorney-in-Fact
 
Name:
Leif B. King, Attorney-in-Fact
     
     
 
C. V. STARR & CO., INC. TRUST
     
 
By:
/s/ Maurice R. Greenberg, Trustee
 
Name:
Maurice R. Greenberg, Trustee