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                                                                                                 May 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 10-K for the Year Ended December 31, 2009  Definitive Proxy Statement on Schedule 14A, filed April 12, 2010
File No. 001-8787
 Dear Mr. Benmosche:

We have reviewed the Part III informati on that is incorporat ed by reference in
your Form 10-K and have the following comments.  Where indicated, we think you should amend your Form 10-K in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as  necessary in your explanation.
  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.

Form 10-K for Fiscal Year Ended December 31, 2009

Definitive Proxy Statement on Schedule 14A, filed April 12, 2010

Election of Series E and Se ries F Directors, page 19

1. We note that the proxy statement does not  provide for the Preferred Director
nominees the disclosure about “experience, qualifications, attributes or skills that
led to the conclusion that the person should serve as a director for the registrant,”
as required by Item 401(e) of Regulation S-K.  While we understand that the
Preferred Director nominees were selected  by the Department of the Treasury, we
believe disclosure about experience, qualif ications, attributes or skills is still

required.  Please amend your filing to disclose the information required by
Item 401(e) of Regulation S-K.  To th e extent you do not have the required
information and the Department of Treas ury is not willing to provide it to you,
please disclose that fact.
 Incentive Awards, page 48

2. We note that your disclosure identifies the performance metrics for each of the
named executive officers, but does not quant ify, to the extent quantifiable, those
performance metrics.  For example, there is no quantification for:
• sales and customer retention in the lif e and retirement services business;
• customer retention and underwri ting in the Chartis business;
• de-risking of the AIG Financial Products Corp. portfolio;
• increased return on equity, operating in come, GAAP equity and U.S. statutory
surplus;
• improved Chartis insurance companies’ A.M. Best capital adequacy ratio
scores;
• targets for various solvency ratios; and
• targets for first year premiums  and pre-tax operating income.

Please amend your filing to disclose, to the extent quantifiable, performance
metrics for each of the named executive officers.
3. Your disclosure simply states that “e ach of the current named executives had
substantially achieved or exceeded his targ et performance levels.”  Please amend
your filing to provide an analysis of th e achievement of the performance metrics
for each of the named executive officers.  To the extent a performance metric is
quantifiable, your discussion about the achie vement of such metric should also be
quantified.
*   *   *    *

As appropriate, please amend your Form  10-K for the fiscal year ended
December 31, 2009 and respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish on EDGAR under the form type label CORRESP a cover letter with your amendment that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.

Robert H. Benmosche
American Internati onal Group, Inc.
May 13, 2010 Page 3   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