SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   February 18, 2010  Mr. Robert H. Benmosche President and Chief Executive Officer  American Internati onal Group, Inc.
70 Pine Street New York, New York 10270
Re: American International Group, Inc.
 Form 8-K filed on February 8, 2010
File No. 001-8787
 Dear Mr. Benmosche:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  After reviewing the informati on provided, we may raise additional comments
and/or request that you amend your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. Please tell us if you plan to file, and wh en you plan to file, an execution copy of
the letter agreement with Mr. Hancock.  We note that Exhibit 99.2 simply includes a form of letter ag reement with Mr. Hancock.  If you do not plan to file
the letter agreement, please provi de a substantive analysis.
2. We note that the form of letter ag reement with Mr. Hancock included in
Exhibit 99.2 references objective performa nce metrics that do not appear to have
been provided.  We believe such performance metrics would in effect be a part of
the letter agreement regarding terms of em ployment, or at leas t could be deemed
to be a schedule that is in effect a part of  such letter agreement.  To the extent you
will file the letter agreement as an exhibit, please include a copy of the objective performance metrics.  To the extent y ou intend to redact such information, you
would need to file a confidential treatment request.
3. We note that Exhibit 99.2 in cludes a footer stating “FOIA Confidential Treatment
Requested by American International Group, Inc.”  Please tells us what

Mr. Robert H. Benmosche
American Internati onal Group, Inc.
February 18, 2010 Page 2
 information you are referring to and wh ether you have, or intend to, request
confidential treatment from the SEC.

*   *   *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Sebastian Gomez Aber o at (202) 551-3578 or me at (202) 551-
3715 with any questions.

        S i n c e r e l y ,              J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Kathleen E. Shannon
Senior Vice President, Secret ary & Deputy General Counsel