SecProbe.io

September 1, 2011
 Via E-mail

Mr. Robert H. Benmosche President and Chief Executive Officer  American Internati onal Group, Inc.
180 Maiden Lane New York, New York 10038
Re: American International Group, Inc.
   Form 10-Q for the Quarterly Period Ended June 30, 2011
   Filed August 4, 2011
File No. 001-08787

Dear Mr. Benmosche:
 We have reviewed your filing and have the following comments.  In our comments, we
ask you to provide us with information so we may better understa nd your disclosures.
 Please respond to this letter within ten business days by providing us the requested
information or by advising us when you will provide the requested response.  If you do not believe the comments apply to your  facts and circumstances, please te ll us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Notes To Consolidated Financial Statements

6.  Fair Value Measurements
Embedded Policy Derivatives, page 26
 1. With respect to your variable annuity and e quity-indexed annuity a nd life contracts, it
appears that you are accounting for certain future policy bene fit guarantees as bifurcated
embedded derivatives recorded at fair valu e with changes in fair value each period
recognized in earnings.  These include at a minimum the following guarantees: GMWB
and GMAV.  Please provide us a detailed desc ription of these products which identifies
what features within each led you to conc lude that they were  bifurcated embedded
derivatives.  Cite the specific authorit ative literature you us ed to support your
conclusions, including your consideration of  the guidance in ASC 815-10-15 paragraphs
52-53 and ASC 815-15-55 paragraphs 57-61 in arriving at your conclusions for the
accounting method applied for each product.

Robert H. Benmosche American Interna tional Group, Inc.
September 1, 2011 Page 2

Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Other Developments, page 98

2. You disclose that on June 17, 2011, Chartis completed a transact ion with National
Indemnity Company, a subsidiary of Berkshir e Hathaway, under which the majority of
Chartis’ U.S. asbestos liabili ties were transferred to Nati onal Indemnity Company.  You
have incorporated by reference the Master Transaction Agreemen t as Exhibit 10(2) to this
quarterly report on Form 10-Q, however, you did not file any of the complete executed
ancillary agreements including schedules to such  agreements entered into at or prior to
the closing on June 17, 2011 as exhibits to this Form 10-Q. Please provide us with a
substantive and comprehensive analysis that supports your apparent belief that none of
the following agreements are material contr acts under Item 601(b)(10) of Regulation S-
K.  In your analysis you should also addr ess your consideration of the information
contained in the schedules to these agreements.
 Administrative Services Agreement
 Collateral Trust Agreement
 Loss Portfolio Transfer Reinsurance Agreement
 Loss Portfolio Transfer Retrocession Agreement
 Parental Guarantee Agreement
 Capital Maintenance Agreement
 Transition Services Agreement

In addition, please provide us with a subs tantive and comprehensive analysis that
supports your apparent belief that the entry into any of the above agreements was not
required to be disclosed on an Item 1.01 Cu rrent Report on Form 8-K.  We may have
further comments after considering your response.
 Investments, page 152

 3. Please confirm whether there were any mate rial differences between AIG’s internal
ratings and third party ratings for the qua rterly period ended June 30, 2011.  In this
analysis please consider whethe r any of the ratings differences  were material to the total
amount of below investment grade securities.   Please confirm that if the differences
between AIG’s internal ratings and third part y ratings become material in the future,
either as a percentage of total investments or  as a percentage of below investment grade
securities, you will quantify and explain th e differences in your filing.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Robert H. Benmosche American Interna tional Group, Inc.
September 1, 2011 Page 3

In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Vanessa Robert son, Staff Accountant, at (2 02) 551-3649 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding the processing
of your response, as well as any questions rega rding comments on the financial statements and
related matters. You may contact Jennifer Riegel , Special Counsel, at (202) 551-3575 or me at
(202) 551-3715 with questions on any of the other comments.
Sincerely,
  /s/ Jeffrey Riedler
Jeffrey Riedler
       A s s i s t a n t  D i r e c t o r