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corresp

(AIG Letterhead)

April 7, 2011

VIA EDGAR CORRESPONDENCE

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

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 10-K for the Fiscal Year Ended December 31, 2010

Filed February 24, 2011

File No. 001-8787

Dear Mr. Rosenberg:

     We are in receipt of your letter dated March 24, 2011 with respect to American International
Group, Inc.’s (“AIG”) Annual Report on Form 10-K for the year ended December 31, 2010 (“Form
10-K”). This letter sets forth AIG’s responses to the Staff’s comments contained in your letter.

     AIG acknowledges that the adequacy and accuracy of the disclosure in the Form 10-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 10-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 comments below to facilitate your review.

* * * * *

General

    1.

    We note disclosure in your Form 10-K that Chartis International organizes itself into
three broad regions: the Far East, Europe and Growth Economics (which primarily include
Asia Pacific, the Middle East and Latin America). Iran, Syria and Sudan, countries
generally understood to be included in references to the Middle East, are identified by the
State

    Mr. Jim B. Rosenberg

Securities and Exchange Commission

    Page 2

    Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls. We note that your Form 10-K does not include disclosure about these
countries. Please describe to us the nature and extent of your past, current, and
anticipated contacts with Iran, Syria and Sudan whether through subsidiaries or other direct
or indirect arrangements. In this regard, we note October and November 2010 news articles
stating that you indirectly own a 13.5% interest in and control a seat on the board of Lifan
Industry Group, a motorcycle and car company which does business in Iran and Syria. Your
response should describe any services or products you have provided to the referenced
countries and any agreements, commercial arrangements, or other contacts you have had with
the governments of these countries or entities controlled by these governments.

AIG Response

     AIG has in place an Economic Sanctions Compliance Policy (hereinafter the “Sanctions Policy”)
whereby AIG businesses are required to comply with all U.S. sanctions law and regulations. The
Sanctions Policy applies to AIG and all of its subsidiaries and their branches, wherever they are
located or doing business. The Sanctions Policy and the compliance process and procedures
thereunder provide the basis for the following responses.

     Neither AIG nor any of its subsidiaries or their branches have any operations, employees or
agents in Iran, Sudan or Syria. Further, neither AIG nor any of its subsidiaries or their branches
markets or sells insurance in Iran, Sudan or Syria. In addition to writing insurance, AIG
subsidiaries make investments throughout the world. To the best of AIG’s knowledge, no AIG
subsidiary has invested in any entity that is a national of Iran, Sudan or Syria or is otherwise an
entity that is covered by U.S. sanctions applicable to Iran, Sudan or Syria.

     Like other multinational companies, AIG subsidiaries and their branches conduct business with
many parties around the world, and these parties may themselves have business contacts with Iran,
Sudan or Syria. To the extent that any insurance transaction engaged in by any AIG entity with any
such party is found to involve or produce a claim from a prohibited party, as defined by U.S. laws
or regulations applicable to Iran, Sudan or Syria, AIG has processes in place to take the actions
that may be required by U.S. law, including to submit any appropriate notifications to the U.S.
Department of the Treasury’s Office of Foreign Assets Control.

     The issuance of insurance coverage to third parties engaged in global commerce does not allow
for a quantitative analysis of AIG’s insurance portfolio for potential exposure based on accidents
or other events in any given geographic region because the coverages are not static and depend on
the business being conducted by AIG’s insureds. However, qualitatively, AIG’s sanctions compliance
program is extensive and is designed to minimize the risk of noncompliance with applicable rules
and regulations. In addition to AIG’s Sanctions Policy, AIG has an extensive global compliance
structure, including, but not limited to, periodic employee training
to enhance employee knowledge and awareness and promote compliance. Given the breadth of clients and premiums associated with AIG’s
global insurance business, the level of insurance-related transactions that may involve or produce
a claim from a prohibited party, as defined by U.S. laws

    Mr. Jim B. Rosenberg

Securities and Exchange Commission

    Page 3

or
regulations applicable to Iran, Sudan or Syria, is de minimis based on AIG’s understanding
of the applicable regulatory guidance and therefore does not present a material risk to AIG’s
global insurance business.

     AIG’s Sanctions Policy is applicable to all AIG-controlled entities, including those whose
only activity is investment of AIG assets. Before investments are made, AIG’s Sanctions Policy
requires that appropriate sanctions compliance due diligence be conducted. To the best of AIG’s
knowledge, no investment is made in any entity that is a national of Iran, Sudan or Syria or is
otherwise an entity that is covered by U.S. sanctions applicable to Iran, Sudan or Syria, even if
those entities are located or domiciled outside of Iran, Sudan or Syria.

     As in the insurance context, AIG-controlled entities may engage in private equity
investments1 or financial transactions with other parties around the world, and these
parties may themselves have business contacts with Iran, Sudan or Syria. As part of due diligence,
investment transactions are evaluated for sanctioned country exposures. In those cases where
sanctioned-country exposures are identified, no investment is made unless the exposure to Iran,
Sudan or Syria of the entity that is the subject of the investment is de minimis based on the total
sales/revenues of the entity that is the subject of the investment, consistent with AIG’s
understanding of the applicable regulatory guidance. Further, “use of proceeds” restrictions
ensure that the investment is not used for the de minimis transactions that the entity may have in
Iran, Sudan or Syria.

     With respect to current investments in third parties with exposure to sanctioned countries, in
no case are such investments material to AIG, nor is AIG aware of such third parties themselves
having more than incidental dealings with Iran, Sudan or Syria, which dealings are immaterial to
AIG’s operations.

     In 2008, AIG indirectly invested $88.0 million for a 13.5 percent equity stake in Chongqing
Lifan Group Company Limited (“Lifan”). This investment was subjected to the compliance procedures
described above, during which time it was determined that Lifan generated less than five percent of
its sales from sanctioned countries. AIG’s share of such revenues through its investment was
deemed de minimis. Currently, the interest in Lifan held indirectly by AIG, including through its
33 percent interest in AIA Group Limited, is approximately six percent. AIG does not control the
board seat referenced in the article; the board seat is held by PineBridge Asia Partners II, a fund
in which AIG has only an indirect limited partnership interest. AIG believed at the time the
investment was made and continues to believe that the investment in Lifan is in compliance with
U.S. sanctions law and regulations. Moreover, AIG’s investment in Lifan was at the time made and
remains clearly immaterial to AIG’s insurance and investment operations.

     Since 2008, only four other investment transactions (apart from Lifan) are known to exist. In
keeping with AIG’s compliance procedures, these investments were examined at the time they were
proposed and it was determined that the sanctioned-country exposures were de minimis.

    1

    AIG entities also invest in and trade in
public equities around the globe. These investments are significantly
different from private equity investments in that AIG does not have access to
the same level of information. This response does not address ordinary course
publicly traded equity investments.

    Mr. Jim B. Rosenberg

Securities and Exchange Commission

    Page 4

     An AIG entity acquired a minority interest in a South Korean entity that had sales to
customers in Iran. In that investment case, the completion of the transaction was contingent upon
the investment target transferring the contracts with the sanctioned country exposures to a new
company. AIG’s total investment in the entity was $19 million for a 24.9 percent minority
ownership interest.

     In the remaining three investment transactions, AIG entities purchased notes issued by
non-U.S. entities.

    •

    An AIG entity purchased $46.0 million in senior notes issued by a U.K. entity to
refinance existing bank debt. Of the U.K. entity’s total sales revenue, 0.33 percent
related to sales to Iran.

    •

    An AIG entity purchased $50.0 million in senior notes issued by an Irish entity to
refinance existing debt. Of the Irish entity’s total sales revenue, 0.9 percent related to
sales to Iran.

    •

    An AIG entity purchased $30.0 million in senior notes issued by an Australian entity to
refinance existing debt. Of the Australian entity’s total sales revenue, 0.2 percent
related to Iran and Syria.

     Therefore, since 2008, AIG has identified only five investments totaling $233.0 million that
identified any contacts with Iran, Sudan or Syria. In comparison with AIG’s total assets of
between $410 billion and $637 billion during this same time period, it is clear that these
investments are not material.

    2.

    Please discuss the materiality of your contacts with Iran, Syria and Sudan described in
response to the foregoing comment and whether those contacts constitute a material
investment risk for your security holders. You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and subsequent interim period. Also, address
materiality in terms of qualitative factors that a reasonable investor would deem important
in making an investment decision, including the potential impact of corporate activities
upon a company’s reputation and share value. Various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives regarding investment in companies that do business with U.S.-designated state
sponsors of terrorism. Your materiality analysis should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Iran, Syria and Sudan.

AIG Response

     As detailed in the response to the first comment, AIG believes that by any objective standard,
its contacts with each of Iran, Sudan and Syria would be considered de minimis to its insurance and
investment operations, and therefore would not be deemed important to a reasonable investor in
making an investment decision about AIG. Furthermore, because AIG believes that its insurance and
investment operations are in compliance in all material respects with U.S. sanctions law and
regulations, it also therefore believes that it is unlikely that governments, universities or other
investors would apply divestment or similar initiatives to their decision-making processes when considering an
investment in AIG.

    Mr. Jim B. Rosenberg

Securities and Exchange Commission

    Page 5

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" -->

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

2011 Business Outlook

Chartis, page 46

    3.

    You disclose that Chartis U.S. expects continued growth within its consumer lines
business and an overall decline in certain classes of its commercial lines businesses.
However, you do not address the expected impact on expenses due to this shift in the mix of
business. Based on statements made in your 2010 earnings conference call, it appears that
you will experience higher expense ratios as a result of the shift. Please provide us
revised disclosure to be included in future filings beginning with your March 31, 2011 Form
10-Q to discuss the expected trend for the expense ratio.

AIG Response

     In response to the Staff’s comment, AIG intends to provide the following disclosure in its
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 and, as relevant, in
subsequent filings:

    Chartis U.S. expects both gross and net written premiums in 2011 to remain generally
consistent with 2010 levels. However, its business mix is expected to continue to reflect
efforts to align risk profile with risk tolerance, with the goal of meeting profitability
and capital management objectives. Also, Chartis has initiated a number of steps to address
historical experience with respect to adverse development. Changes include exiting certain
classes of its excess workers’ compensation business, increased actuarial involvement in
product pricing and attachments, increased utilization of pricing models with actuarial
support, policy form changes, increased policy exclusions and fewer multi-year policies
being offered. As a result, Chartis U.S. expects continued growth within its Consumer lines
business and an overall decline in certain classes of its Commercial lines businesses.
Because the consumer line of business has higher origination expenses, Chartis U.S. expects
an overall increase in its expense ratio due to the change in mix of business.

Results of Operations

Segment Results

Chartis Operations

Liability for Unpaid Claims and Claims Adjustment Expense

Asbestos and Environmental Reserves, page 104

    4.

    Your disclosure on page 106 states that management will make adjustments to the
asbestos reserves when considered necessary based on the reserve estimates produced by the
third-

    Mr. Jim B. Rosenberg

Securities and Exchange Commission

    Page 6

    party actuary. Please tell us the specific amount of the adjustment recorded during the
fourth quarter of 2010 and describe the specific underlying reasons that explain why
management believes the adjustment was necessary.

AIG Response

     As disclosed on page 108
of the Form 10-K, AIG increased its net asbestos reserves
by $1.4 billion in 2010. A significant portion of this increase was recognized in the fourth
quarter. The reasons for the increase in reserves for the fourth quarter are as follows:

    In the fourth quarter of 2010, AIG completed its analysis of new information, including newly
reported claims for both previously known and unknown claimants, recent settlement
discussions, the outcome of claims audits and other exposure and coverage information, as
well as the results of the third-party actuary’s review of asbestos exposures. The results
of this analysis, in combination with this new information and AIG’s more in-depth
comprehensive fourth quarter loss reserve review, was confirmatory of development observed
in the second and third quarters of