SecProbe.io

CORRESP
1
filename1.htm

corresp

[AIG Letterhead]

March 17, 2010

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 on February 8, 2010

File No. 001-8787

Dear Mr. Riedler:

We are in receipt of your letter dated March 3, 2010 with respect to American International Group,
Inc.’s (AIG) Current Report on Form 8-K filed on February 8, 2010 (Form 8-K). This letter sets
forth AIG’s responses to the Staff’s comment contained in your letter. For the sake of clarity,
AIG notes that the Form 8-K was a voluntary filing; AIG was not required by Item 5.02 of Form 8-K
to file the Form 8-K.

AIG acknowledges that the adequacy and accuracy of the disclosure in the 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 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.

    1.

    We note your response to our prior comment 2. We believe that when you file
the execution copy of the Letter Agreement as an exhibit to your Quarterly Report on
Form 10-Q for the fiscal quarter ending March 31, 2010, you will need to also file a
copy of the performance metrics referenced in the letter agreement. To the extent the
performance metrics are not set forth in a formal document, you should file a written
description of the performance metrics. See Item 601(b)(10)(iii) of Regulation S-K.
Please acknowledge that your Form 10-Q for the quarter ending March 31, 2010 will
include as an exhibit a document with the performance metrics.

     AIG Response:

    As explained in AIG’s response letter, dated March 1, 2010 (the “Response Letter”),
AIG does not believe that the objective performance metrics are part of AIG’s
Letter Agreement, dated February 8, 2010 (the “Letter Agreement”), with Mr.
Hancock. As indicated in the Response Letter, the Commission has established
explicit rules on when and with respect to whom performance metrics need to be
disclosed. Mr. Hancock is not a named executive officer and, therefore, is not
subject to Item 402(b) disclosure requirements. Even if subject to Item 402
disclosure requirements, the performance metrics still would only be required to be
disclosed if material to the compensation decisions made with respect to Mr.
Hancock. The Staff appears to be taking the position that Item 601(b)(10)(iii) is
broader than Item 402(b). If such was the case, the Commission would not have had
to address performance metrics in Item 402(b) and the Staff would not have had to
provide guidance on when performance metrics had to be disclosed in the
Compensation Discussion and Analysis. See, for example, Staff Observations in the
Review of Executive Compensation Disclosure and Compliance and Disclosure
Interpretations: Regulation S-K, Question 118.04. Despite the foregoing, assuming
arguendo that the performance metrics are a separate compensating arrangement
covered by Item 601(b)(10)(iii), disclosure of the metrics is still not required as
the performance metrics are immaterial.

    Mr. Hancock is not a named executive officer of AIG. As a result, Item
601(b)(10)(iii) only requires disclosure of the performance metrics, or for that
matter the Letter Agreement, which AIG has voluntarily filed, if material in amount
or significant. Since the Letter Agreement discloses Mr. Hancock’s 2010 long-term
target award, $1,800,000, the performance metrics are not material in either amount
or significance. The material information with respect to Mr. Hancock’s 2010
long-term incentive award is the target amount and not the performance metrics. As
a result, even accepting the Staff’s position that the performance metrics are
covered by Item 601(b)(10)(iii), which AIG does not, the performance metrics are
not material to AIG’s shareholders and therefore do not need to be filed under Item
601(b)(10)(iii).

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