Power of Attorney – AIG

POWER OF ATTORNEY

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the “principal,” you give the person whom you choose (your “agent”) authority to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even though you have
given your agent similar authority.

When your agent exercises this authority, he or she must act according to any
instructions you have provided or, where there are no specific instructions, in
your best interest. “Important Information for the Agent” at the end of this
document describes your agent153s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney
before a notary public.

You can request information from your agent at any time. If you are revoking
a prior Power of Attorney by executing this Power of Attorney, you should
provide written notice of the revocation to your prior agent(s) and to the
financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason
as long as you are of sound mind. If you are no longer of sound mind, a court
can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a
“Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law library, or
online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.

KNOW ALL MEN BY THESE PRESENTS: that I, Robert H. Benmosche, constitute and
appoint David L. Herzog as true and lawful attorney-in-fact, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign any and all documents and instruments that such
attorney may deem necessary, advisable or desirable under the Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements of
the U.S. Securities and Exchange Commission in connection with the Annual Report
on Form 10-K for the year ended December 31, 2009 of American International
Group, Inc., and any and all amendments thereto, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the foregoing
as fully for all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney is not intended to, and does not, revoke, or in any way
affect, any prior power of attorney that I have executed.

In Witness Whereof, I have hereunto signed my name on the 26th day of
February, 2010.

/s/ Robert H. Benmosche
Robert H. Benmosche

ACKNOWLEDGEMENT

STATE OF NEW YORK	)

	)	ss.:

COUNTY OF NEW YORK	)

On the 26th day of February in the year 2010 before me, the undersigned, a
Notary Public in and for said State, personally appeared Robert H. Benmosche,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual or the person upon behalf of which
the individual acted, executed the instrument.

/s/ Christopher Arana
Notary Public

Name:	Christopher Arana

My Commission Expires:		July 14, 2012

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special
legal relationship is created between you and the principal. This relationship
imposes on you legal responsibilities that continue until you resign or the
Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are
no instructions, in the principal153s best interest;

(2) avoid conflicts that would impair your ability to act in the principal153s
best interest;

(3) keep the principal153s property separate and distinct from any assets you
own or control, unless otherwise permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for
the principal; and

(5) disclose your identity as an agent whenever you act for the principal by
writing or printing the principal153s name and signing your own name as “agent” in
either of the following manner: (Principal153s Name) by (Your Signature) as Agent,
or (your signature) as Agent for (Principal153s Name).

You may not use the principal153s assets to benefit yourself or give major
gifts to yourself or anyone else unless the principal has specifically granted
you that authority in this Power of Attorney or in a Statutory Major Gifts Rider
attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal153s best interest. You may resign by giving written
notice to the principal and to any co-agent, successor agent, monitor if one has
been named in this document, or the principal153s guardian if one has been
appointed. If there is anything about this document or your responsibilities
that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York153s General
Obligations Law, Article 5, Title 15. If it is found that you have violated the
law or acted outside the authority granted to you in the Power of Attorney, you
may be liable under the law for your violation.

I, David L. Herzog, have read the foregoing Power of Attorney. I am the
person identified therein as agent for the principal named therein.

In Witness Whereof, I have hereunto signed my name on the 26th day of
February, 2010.

/s/ David L. Herzog
David L. Herzog

ACKNOWLEDGEMENT

STATE OF NEW YORK	)

	)	ss.:

COUNTY OF NEW YORK	)

On the 26th day of February in the year 2010 before me, the undersigned, a
Notary Public in and for said State, personally appeared David L. Herzog,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacities, and that by his
signature on the instrument, the individual or the person upon behalf of which
the individual acted, executed the instrument.

/s/ Christopher Arana
Notary Public

Name:	Christopher Arana

My Commission Expires:		July 14, 2012

POWER OF ATTORNEY

Your agent can act on your behalf only after signing the Power of Attorney
before a notary public.

You can revoke or terminate your Power of Attorney at any time for any reason
as long as you are of sound mind. If you are no longer of sound mind, a court
can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a
“Health Care Proxy” to do this.

If there is anything about this document that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.

KNOW ALL MEN BY THESE PRESENTS: that I, David L. Herzog, constitute and
appoint Robert H. Benmosche as true and lawful attorney-in-fact, with full power
of substitution and resubstitution, for me and in my name, place and stead, in
any and all capacities to sign any and all documents and instruments that such
attorney may deem necessary, advisable or desirable under the Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements of
the U.S. Securities and Exchange Commission in connection with the Annual Report
on Form 10-K for the year ended December 31, 2009 of American International
Group, Inc., and any and all amendments thereto, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the foregoing
as fully for all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney is not intended to, and does not, revoke, or in any way
affect, any prior power of attorney that I have executed.

In Witness Whereof, I have hereunto signed my name on the 26th day of
February, 2010.

/s/ David L. Herzog
David L. Herzog

ACKNOWLEDGEMENT

STATE OF NEW YORK	)

	)	ss.:

COUNTY OF NEW YORK	)

On the 26th day of February in the year 2010 before me, the undersigned, a
Notary Public in and for said State, personally appeared David L. Herzog,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual or the person upon behalf of which
the individual acted, executed the instrument.

/s/ Christopher Arana
Notary Public

Name:	Christopher Arana

My Commission Expires:		July 14, 2012

IMPORTANT INFORMATION FOR THE AGENT:

(1) act according to any instructions from the principal, or, where there are
no instructions, in the principal153s best interest;

(2) avoid conflicts that would impair your ability to act in the principal153s
best interest;

(3) keep the principal153s property separate and distinct from any assets you
own or control, unless otherwise permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for
the principal; and

Liability of agent:

I, Robert H. Benmosche, have read the foregoing Power of Attorney. I am the
person identified therein as agent for the principal named therein.

In Witness Whereof, I have hereunto signed my name on the 26th day of
February, 2010.

/s/ Robert H. Benmosche
Robert H. Benmosche

ACKNOWLEDGEMENT

STATE OF NEW YORK	)

	)	ss.:

COUNTY OF NEW YORK	)

/s/ Christopher Arana
Notary Public

Name:	Christopher Arana

My Commission Expires:		July 14, 2012

POWER OF ATTORNEY

Your agent can act on your behalf only after signing the Power of Attorney
before a notary public.

You can revoke or terminate your Power of Attorney at any time for any reason
as long as you are of sound mind. If you are no longer of sound mind, a court
can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a
“Health Care Proxy” to do this.

If there is anything about this document that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.

KNOW ALL MEN BY THESE PRESENTS: that I, Joseph D. Cook, constitute and
appoint Robert H. Benmosche as true and lawful attorney-in-fact, with full power
of substitution and resubstitution, for me and in my name, place and stead, in
any and all capacities to sign any and all documents and instruments that such
attorney may deem necessary, advisable or desirable under the Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements of
the U.S. Securities and Exchange Commission in connection with the Annual Report
on Form 10-K for the year ended December 31, 2009 of American International
Group, Inc., and any and all amendments thereto, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the foregoing
as fully for all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney is not intended to, and does not, revoke, or in any way
affect, any prior power of attorney that I have executed.

In Witness Whereof, I have hereunto signed my name on the 26th day of
February, 2010.

/s/ Joseph D. Cook
Joseph D. Cook

ACKNOWLEDGEMENT

STATE OF NEW YORK	)

	)	ss.:

COUNTY OF NEW YORK	)

On the 26th day of February in the year 2010 before me, the undersigned, a
Notary Public in and for said State, personally appeared Joseph D. Cook,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual or the person upon behalf of which
the individual acted, executed the instrument.

/s/ Christopher Arana
Notary Public

Name:	Christopher Arana

My Commission Expires:		July 14, 2012

IMPORTANT INFORMATION FOR THE AGENT:

(1) act according to any instructions from the principal, or, where there are
no instructions, in the principal153s best interest;

(2) avoid conflicts that would impair your ability to act in the principal153s
best interest;

(3) keep the principal153s property separate and distinct from any assets you
own or control, unless otherwise permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for
the principal; and

Liability of agent:

I, Robert H. Benmosche, have read the foregoing Power of Attorney. I am the
person identified therein as agent for the principal named therein.

In Witness Whereof, I have hereunto signed my name on the 26th day of
February, 2010.

/s/ Robert H. Benmosche
Robert H. Benmosche

ACKNOWLEDGEMENT

STATE OF NEW YORK	)

	)	ss.:

COUNTY OF NEW YORK	)

/s/ Christopher Arana
Notary Public

Name:	Christopher Arana

My Commission Expires:		July 14, 2012

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.