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Mail Stop 4720                                                                                                   June 25, 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 your June 2, 2010 response to our May 18, 2010 letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter within ten bus iness days by amending your Form 10-K, or by
advising us when you will provide the request ed amendment.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

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

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

General

1. In response to our May 18, 2010 letter you sent us supplementally a copy of the
performance metrics for Mr. Benmosche appr oved by the Office of the Special Master.
Please submit that correspondence electroni cally in EDGAR or, if you are seeking
confidential treatment for that  information, please submit via EDGAR a request to keep
the information confidential pursuant to Rule 83.

Robert H. Benmosche
American Internati onal Group, Inc.
June 25, 2010 Page 2

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

2. We note your response to our prior comment 1 and reissue the comment.  We disagree
with your analysis.  You are required by Item  10 of Form 10-K to provide information
responsive to Item 401(e) of Regulation S-K.   Item 401(e) of Re gulation S-K requires
“for each director or person nominated or c hosen to become a director” disclosure of
experience, qualifications, attributes or skills  that led to the conc lusion that the person
should serve as a director for the registra nt.  The information required by Item 10 of
Form 10-K must be disclosed regardle ss of who nominates the director.
 Incentive Awards, page 48

3. We note your response to our prior comment 2 and reissue the comment in part.  Your
disclosure in the proxy statem ent suggests that the performa nce metrics were a material
factor considered by the Compensation Comm ittee when making award determinations.
In that case, the quantitative criteria included within some of the metrics for your NEOs
(other than Mr. Benmosche) would similarly be  a material factor that would need to be
disclosed.  In the alternative, if the perf ormance metrics were not a material factor
considered by the Compensation Committee when making award determinations, the
disclosure would need to be revised to clarify that and discuss how the Committee made
the award determinations.  Please revi se your disclosure accordingly.

4. We note your response to our prior comment  3 and reissue that comment.  Your
disclosure should provide an analysis of the achievement of the performance metrics
(whether quantifiable or not).  It is not suffi cient to simply state that target performance
levels were “substantially achieved or exceed ed.”  Your disclosure should discuss the
achievements the Committee considered wh en making its award determination (for
example, the extent to which AIG’s talent pool stabilized, the extent to which Chartis
avoided the use of capital from AIG parent, etc.).

You may contact Sebastian Gomez Abero 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