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SEC Company Response from AMERICAN INTERNATIONAL GROUP, (AIG) — Nov 19, 2009

AMERICAN INTERNATIONAL GROUP, INC.
Date: Nov. 19, 2009 · CIK: 0000005272 · Accession: 0000950123-09-064205

AI Filing Summary & Sentiment

Referenced dates: November 18, 2009

Date
October 23, 2009
Author
Assistant Director
Form
CORRESP
Company
AMERICAN INTERNATIONAL GROUP, INC.

Letter

United States Securities and Exchange Commission Division of Corporation Finance Re: American International Group, Inc. Form 8-K filed October 23, 2009 File No. 1-8787

Dear Mr. Riedler:

We are in receipt of your letter dated November 18, 2009 with respect to American International Group, Inc.’s (AIG) Form 8-K filed on October 23, 2009 (October Form 8-K). This letter sets forth AIG’s responses to the Staff’s comment contained in your letter.

AIG acknowledges that the adequacy and accuracy of the disclosure in the October Form 8-K is the responsibility of AIG, that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the October Form 8-K and that Staff comments may not be asserted by AIG as a defense in any proceeding initiated by the Commission or any person under the Federal securities laws of the United States.

We have repeated your comment below to facilitate your review.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

1.

We note your response to our prior comment 1. Please acknowledge that once a final determination is made you will file a Form 8-K to describe any material amendments to the current compensation arrangements. While we are not looking for the full Item 402 disclosure, we believe that if the changes described in the initial Determination Memorandum were to become final, such changes would constitute a material amendment to the current compensation arrangements.

AIG Response:

AIG hereby acknowledges the Staff’s comment and confirms that when it materially amends the current compensation arrangements for any of its principal executive officer, principal financial officer or other named executive officers it will file a Current Report on Form 8-K describing the material amendments.

If you have any questions or require any additional information, please do not hesitate to contact me at (212) 770-5123.

Very truly yours,
/s/ Kathleen E. Shannon

Show Raw Text
CORRESP
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corresp

[AIG Letterhead]

November
19, 2009

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, D.C. 20549

    Re:

    American International Group,
Inc.

Form 8-K filed October 23, 2009

File No. 1-8787

Dear Mr. Riedler:

We are in receipt of your letter dated November 18, 2009 with respect to American International
Group, Inc.’s (AIG) Form 8-K filed on October 23, 2009 (October Form 8-K). This letter sets forth
AIG’s responses to the Staff’s comment contained in your letter.

AIG acknowledges that the adequacy and accuracy of the disclosure in the October Form 8-K is the
responsibility of AIG, that Staff comments or changes to disclosure in response to Staff comments
do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action
with respect to the October Form 8-K and that Staff comments may not be asserted by AIG as a
defense in any proceeding initiated by the Commission or any person under the Federal securities
laws of the United States.

We have repeated your comment below to facilitate your review.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.

    1.

    We note your response to our prior comment 1. Please acknowledge that once a
final determination is made you will file a Form 8-K to describe any material
amendments to the current compensation arrangements. While we are not looking for the
full Item 402 disclosure, we believe that if the changes described in the initial
Determination Memorandum were to become final, such changes would constitute a material
amendment to the current compensation arrangements.

AIG Response:

AIG hereby acknowledges the Staff’s comment and confirms that when it materially amends the
current compensation arrangements for any of its principal executive officer,
principal financial officer or other named executive officers it will file a Current Report
on Form 8-K describing the material amendments.

If you have any questions or require any additional information, please do not hesitate to contact
me at (212) 770-5123.

    Very truly yours,

                                        /s/ Kathleen E. Shannon

    Kathleen E. Shannon

    Senior Vice President,
Secretary & Deputy General Counsel