Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 16, 2008, American International Group, Inc. ("AIG") announced that David L. Herzog had been named Executive Vice President and Chief Financial Officer.
Mr. Herzog, 48, has served as AIG Senior Vice President and Comptroller since June 2005. He joined American General Corporation in February 2000, and following the AIG acquisition of American General in 2001 he was named Chief Operating Officer for the combined domestic life insurance companies. Mr. Herzog was elected AIG Vice President, Life Insurance in 2003 and in 2004 he was named Chief Financial Officer of AIG's Worldwide Life Insurance operations. On October 9, 2008, Steven J. Bensinger, Executive Vice Chairman - Financial Services and acting Chief Financial Officer, gave a notice of the termination of his employment with AIG. Consistent with a comprehensive assessment of expenses and compensation being undertaken by AIG, Mr. Bensinger's employment arrangements are being reviewed and no payments will be made pending completion of the review.
Mr. Bensinger's original Employment Agreement is filed as an exhibit to AIG's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, the March 12, 2008 letter amendment to Mr. Bensinger's Employment Agreement is filed as an exhibit to AIG's Current Report on Form 8-K, dated March 17, 2008, and the May 8, 2008 letter amendment to Mr. Bensinger's Employment Agreement is filed as an exhibit to AIG's Current Report on Form 8-K, dated May 8, 2008.

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